Common use of Limitation on Guarantees of Indebtedness by Restricted Subsidiaries Clause in Contracts

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”).

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any of its Wholly Owned Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Company or any Restricted Subsidiary in a principal amount in excess of the greater of $75.0 million and 10.0% of LTM EBITDA or guarantee all or a portion of, or are a co- borrower under, the Senior Credit Facilities) that are Restricted Subsidiaries, other than a Guarantor, or a Foreign Subsidiary (other than a Foreign Subsidiary that guarantees all or a portion of, or is a co-borrower under, the Senior Credit Facilities), to guarantee Guarantee the payment of any Indebtedness of the Company Company, the Issuers or any Indebtedness of any other Guarantor, unless such Restricted Subsidiary unless within 60 days (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee of payment of the Notes by such Restricted Subsidiary Subsidiary, except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such a guarantee of Indebtedness substantially to of the same extent as Company, the Notes are subordinated to such Indebtedness under this Indenture and (B) Issuers or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the NotesNotes or such Guarantor’s Guarantee, any such guarantee of 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 or such Guarantor’s Guarantee of the Notes and (ii) executes and delivers a supplement or joinder to the Collateral Documents or new Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder; provided that 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’s Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) Notes or such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantor’s Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityNotes; provided that this paragraph (a) Section 4.15 shall not be applicable (i) to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary Subsidiary, (ii) guarantees of any Receivables Facility by any Receivables Subsidiary, or (iii) in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. 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 above and such Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) that guarantees at the payment of Obligations time of the Company or release of such Guarantee) assuming such Subsidiary were not a Guarantor at such time. If any Restricted Guarantor becomes an Immaterial Subsidiary, the Issuers shall have the right, by delivery of a supplemental indenture executed by the Issuers to the Trustee, to cause such Immaterial Subsidiary under to automatically and unconditionally cease to be a Guarantor, subject to the Credit Facility or any other bank facility which is requirement described in the first paragraph above that such Subsidiary shall be required to become a Guarantor if it ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as Senior Indebtedness and any refundingan Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); provided, refinancing or replacement thereoffurther, in whole or in part; provided that such refunding, refinancing Immaterial Subsidiary shall not be permitted to Guarantee the Senior Credit Facilities or replacement thereof constitutes Senior other Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities ActIssuers or the other Guarantors, which private placement provides for registration rights unless it again becomes a Guarantor. Following the Completion Date, but in no event later than 150 days after the Completion Date, Inmarsat Group Holdings Inc., Inmarsat Government Inc., Inmarsat Solutions (US) Inc., Inmarsat Inc., ISAT US Inc., Stratos Government Services Inc., Inmarsat Commercial Services Inc., Inmarsat Plc, Inmarsat Global Limited and Inmarsat Solutions AS shall execute and deliver to the Trustee the Completion Date Supplemental Indenture and be added under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”)Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this the Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s 's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; , provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “"Excluded Guarantee”").

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s 's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion opinion of Counsel counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the 77 Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; , provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “"Excluded Guarantee”").

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes Securities by such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Company (A) if the Notes Securities are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Notes Securities are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the NotesSecurities, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s 's Guarantee with respect to the Notes Securities substantially to the same extent as such Indebtedness is subordinated to the NotesSecurities; (ii) such Restricted Subsidiary waives and will shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes Securities has been duly executed and authorized and (B) such Guarantee of the Notes Securities constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (aSection 4.11(a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility Facilities or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; , provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and provided further that any such Senior Indebtedness and any refunding, refinancing or replacement thereof is not incurred Incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”)Act.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary that is a Domestic Subsidiary, other than a Guarantor or a special-purpose Restricted Subsidiary formed in connection with the Receivables Facility, to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Guarantor unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Company or any Guarantor (A) if the Notes or such Guarantor’s Guarantee of the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this the Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility Facilities or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; , provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and provided further that any such Senior Indebtedness and any refunding, refinancing or replacement thereof is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”)Act.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to guarantee the payment of guarantee, assume or in any other manner become liable with respect to, any Indebtedness of the Company or any other than Permitted Indebtedness pursuant to clause (a) of any other Restricted Subsidiary the definition of Permitted Indebtedness unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee of payment guarantee of the Notes by such Restricted Subsidiary except that (A) if pursuant to Article XII of the Notes are subordinated in right Indenture on the same terms as the guarantee of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to except that if such Indebtedness is unsubordinated, such Restricted Subsidiary’s guarantee 's Note Guarantee with respect to such Indebtedness substantially may be subordinated to that Restricted Subsidiary's guarantee of such Indebtedness to the same extent as the Notes are subordinated to such Indebtedness under this Indenture Indebtedness, and (B) if such Indebtedness is by its express terms expressly subordinated in right of payment to the Notes, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s 's Note Guarantee with respect to the Notes substantially at least to the same extent as such Indebtedness is the Notes are subordinated to Senior Indebtedness of the Notes; Company under the Indenture, and (ii) such Restricted Subsidiary waives waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary of the Company as a result of any payment by such Restricted Subsidiary under its Note Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”).

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee of payment of the Notes Securities by such Restricted Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the NotesSecurities, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s 's Guarantee with respect to the Notes Securities substantially to the same extent as such Indebtedness is subordinated to the NotesSecurities; (ii) such Restricted Subsidiary waives and will shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes Securities has been duly executed and authorized and (B) such Guarantee of the Notes Securities constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (aSection 4.11(a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility or any other bank facility which is designated as Senior Indebtedness Credit Facility (other than in respect of Subordinated Indebtedness) and any refunding, refinancing or replacement thereof, in whole or in part; , provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness that is not Subordinated Indebtedness and is not incurred Incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations operation of this clause (y) being an “"Excluded Guarantee”").

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit In the event that any Restricted Subsidiary to guarantee the payment of (other than a Subsidiary Guarantor), directly or indirectly, guarantees any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless than the Securities (i) the "Other Indebtedness"), the Company shall cause such Restricted Subsidiary simultaneously executes and delivers to concurrently guarantee (a supplemental indenture to "Subsidiary Guarantee") the Company's Obligations under this Indenture providing for a Guarantee of payment of and the Notes by such Restricted Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially Securities to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of that such Restricted Subsidiary with respect to guaranteed the Company's Obligations under the Other Indebtedness (including waiver of subrogation, if any); provided, however, that if such Other Indebtedness is (i) Senior Indebtedness, the Subsidiary Guarantee shall be subordinated in right of payment to all Guarantor Senior Indebtedness (which shall include such Restricted Subsidiary’s Guarantee with respect guarantee of such Other Indebtedness) pursuant to the Notes substantially subordination provisions of Article Twelve, (ii) Senior Subordinated Indebtedness, the Subsidiary Guarantee shall be pari passu in right of payment with the guarantee of the Other Indebtedness, or (iii) Subordinated Indebtedness, the Subsidiary Guarantee shall be senior in right of payment to the guarantee of the Other Indebtedness (which guarantee of such Subordinated Indebtedness shall provide that such guarantee is subordinated to the Subsidiary Guarantees to the same extent and in the same manner as such Indebtedness is the Securities are subordinated to Senior Indebtedness); provided, further, however, that each Subsidiary issuing a Subsidiary Guarantee will be automatically and unconditionally released and discharged from its obligations under such Subsidiary Guarantee upon the Notes; release or discharge of the guarantee of the Other Indebtedness that resulted in the creation of such Subsidiary Guarantee, except a discharge or release by, or as a result of, any payment under the guarantee of such Other Indebtedness by such Subsidiary Guarantor. The Company shall cause each Restricted Subsidiary issuing a Subsidiary Guarantee to (i) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Securities and this Indenture on the terms set forth in Article Eleven and Article Twelve, (ii) such Restricted execute and deliver a Subsidiary waives and will not Guarantee substantially in any manner whatsoever claim or take the benefit or advantage of, any rights form of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; Exhibit B hereto and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion opinion of Counsel to the effect counsel that (A) such Guarantee of the Notes supplemental indenture has been duly authorized, executed and authorized delivered by such Restricted Subsidiary and (B) such Guarantee of the Notes constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof Subsidiary (which opinion may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any customary assumptions and qualifications). Thereafter, such Restricted Subsidiary shall (x) that (A) existed at unless released in accordance with the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations terms of this clause (yIndenture) being an “Excluded Guarantee”)be a Subsidiary Guarantor for all purposes of this Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any of its Wholly Owned Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Company or any Restricted Subsidiary in a principal amount in excess of the greater of $75.0 million and 10.0% of LTM EBITDA or guarantee all or a portion of, or are a co-borrower under, the Senior Credit Facilities) that are Restricted Subsidiaries, other than a Guarantor, or a Foreign Subsidiary (other than a Foreign Subsidiary that guarantees all or a portion of, or is a co-borrower under, the Senior Credit Facilities), to guarantee Guarantee the payment of any Indebtedness of the Company Company, the Issuers or any Indebtedness of any other Guarantor, unless such Restricted Subsidiary unless within 60 days (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee of payment of the Notes by such Restricted Subsidiary Subsidiary, except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such a guarantee of Indebtedness substantially to of the same extent as Company, the Notes are subordinated to such Indebtedness under this Indenture and (B) Issuers or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the NotesNotes or such Guarantor’s Guarantee, any such guarantee of 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 or such Guarantor’s Guarantee of the Notes and (ii) executes and delivers a supplement or joinder to the Collateral Documents or new Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder; provided that 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’s Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) Notes or such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantor’s Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityNotes; provided that this paragraph (a) Section 4.15 shall not be applicable (i) to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary Subsidiary, (ii) guarantees of any Receivables Facility by any Receivables Subsidiary, or (iii) in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. 122 |US-DOCS\143900591.2|| 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 above and such Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) that guarantees at the payment of Obligations time of the Company or release of such Guarantee) assuming such Subsidiary were not a Guarantor at such time. If any Restricted Guarantor becomes an Immaterial Subsidiary, the Issuers shall have the right, by delivery of a supplemental indenture executed by the Issuers to the Trustee, to cause such Immaterial Subsidiary under to automatically and unconditionally cease to be a Guarantor, subject to the Credit Facility or any other bank facility which is requirement described in the first paragraph above that such Subsidiary shall be required to become a Guarantor if it ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as Senior Indebtedness and any refundingan Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); provided, refinancing or replacement thereoffurther, in whole or in part; provided that such refunding, refinancing Immaterial Subsidiary shall not be permitted to Guarantee the Senior Credit Facilities or replacement thereof constitutes Senior other Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities ActIssuers or the other Guarantors, which private placement provides for registration rights unless it again becomes a Guarantor. Following the Completion Date, but in no event later than 150 days after the Completion Date, Inmarsat Group Holdings Inc., Inmarsat Government Inc., Inmarsat Solutions (US) Inc., Inmarsat Inc., ISAT US Inc., Stratos Government Services Inc., Inmarsat Commercial Services Inc., Inmarsat Plc, Inmarsat Global Limited and Inmarsat Solutions AS shall execute and deliver to the Trustee the Completion Date Supplemental Indenture and be added under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”)Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to guarantee guarantee, assume or in any other manner become liable for the payment of any Indebtedness of the Company or any (except for such Indebtedness of any other the Company consisting of a guarantee of Indebtedness of a Restricted Subsidiary Subsidiary), unless (ia) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee guarantee of payment of the Notes Securities by such Restricted Subsidiary except that Subsidiary; and (Ab) if the Notes are subordinated in right with respect to any guarantee of payment to Subordinated Indebtedness by a Restricted Subsidiary, any such Indebtedness, the Guarantee under the supplemental indenture shall be guarantee is subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially Securities at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage ofSecurities, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) the foregoing provision shall not be applicable to any guarantee of by any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Any guarantee by a Restricted Subsidiary of the Company Securities pursuant to the preceding paragraph may provide by its terms that it shall be automatically and unconditionally released and discharged upon: (a) any sale, exchange or transfer to any Person of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture); (b) the release or discharge of the guarantee that resulted in the creation of such guarantee of the Securities, except a discharge or release by or as a result of payment under such guarantee; or (yc) that guarantees the payment designation of Obligations of the Company or any such Restricted Subsidiary under as an Unrestricted Subsidiary in accordance with the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations terms of this clause (y) being an “Excluded Guarantee”)Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to guarantee guarantee, assume or in any other manner become liable for the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Subsidiary, unless (ia) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee guarantee of payment of the Notes by such Restricted Subsidiary except that and (Ab) if the Notes are subordinated in right with respect to any guarantee of payment to Subordinated Indebtedness by a Restricted Subsidiary, any such Indebtedness, the Guarantee under the supplemental indenture shall be guarantee is subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall the foregoing provision will not be applicable to any guarantee of by any Restricted Subsidiary (x) that (A) existed at the time such Person person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person person becoming a Restricted Subsidiary. Any guarantee by a Restricted Subsidiary of the Company Notes pursuant to the preceding paragraph may provide by its terms that it will be automatically and unconditionally released and discharged upon (i) any sale, exchange or (y) that guarantees the payment of Obligations transfer to any person not an Affiliate of the Company of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or any all or substantially all the assets of, such Restricted Subsidiary under the Credit Facility (which sale, exchange or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and transfer is not incurred pursuant to a registered offering of securities under prohibited by this Indenture), (ii) the Securities Act release or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements discharge of the Securities Actguarantee that resulted in the creation of such guarantee of the Notes, which private placement provides for registration rights except a discharge or release by or as a result of payment under such guarantee or (iii) the Securities Act (any guarantee excluded by operations designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this clause (y) being an “Excluded Guarantee”)Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor, directly or indirectly, to guarantee guarantee, assume or in any other manner become liable for the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Subsidiary, unless (ia) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee guarantee of payment of the Notes by such Restricted Subsidiary except that on a senior subordinated basis and (Ab) if the Notes are subordinated in right with respect to any guarantee of payment to Subordinated Indebtedness by a Restricted Subsidiary, any such Indebtedness, the Guarantee under the supplemental indenture shall be guarantee is subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and , provided, however, that the foregoing provision will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of by any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Any guarantee by a Restricted Subsidiary of the Company Notes pursuant to the preceding paragraph may provide by its terms that it will be automatically and unconditionally released and discharged upon (i) any sale, exchange or (y) that guarantees the payment of Obligations transfer to any Person not an Affiliate of the Company of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or any all or substantially all the assets of, such Restricted Subsidiary under the Credit Facility (which sale, exchange or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and transfer is not incurred pursuant to a registered offering of securities under prohibited by this Indenture) or (ii) the Securities Act release or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements discharge of the Securities Actguarantee that resulted in the creation of such guarantee of the Notes, which private placement provides for registration rights except a discharge or release by or as a result of payment under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”)such guarantee.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s 's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion opinion of Counsel counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; , provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “"Excluded Guarantee”").

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall Issuer will not permit any Restricted Subsidiary Subsidiary, other than a Guarantor, to guarantee the payment of any Indebtedness of issued or incurred by the Company Issuer or any Indebtedness of any other a Restricted Subsidiary unless Subsidiary, unless: (ia) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary Subsidiary, except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such a guarantee of Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) of any 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 of the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the NotesNotes or such Guarantor’s Guarantee; (iib) such supplemental indenture shall provide that such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its GuaranteeGuarantee until all amounts then due and payable by the Issuer with respect to the Notes shall have been paid in full; and (iiic) such Restricted Subsidiary shall deliver have delivered to the Trustee an Opinion of Counsel Officer’s Certificate stating that all conditions precedent provided for or relating to the effect that (A) such Guarantee execution of the Notes has supplemental indenture providing for a Guarantee have been duly executed and authorized and (B) such Guarantee complied with. Notwithstanding the foregoing, Globalstar Licensee LLC may guaranty other obligations of the Notes constitutes Issuer and its Subsidiaries to the Partner under the Partner Agreements, any Indebtedness to Partner or its controlled Affiliates permitted by Section 10.11(a) or an Acceptable Substitute without complying with the requirement of clauses (a), (b) or (c) above. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a validGuarantor to become a Guarantor, binding and enforceable obligation of in which case such Restricted Subsidiary, except insofar as enforcement thereof may Subsidiary shall not be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating required to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph comply with the timing requirements described in clause (a) above. Each Guarantee shall not be applicable to any guarantee released in accordance with the provisions of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations Section 12.08 of this clause (y) being an “Excluded Guarantee”).Indenture. SECTION 10.16

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to guarantee guarantee, assume or in any other manner become liable for the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Subsidiary, unless (ia) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee guarantee of payment of the Senior Notes by such Restricted Subsidiary except that and (Ab) if the Notes are subordinated in right with respect to any guarantee of payment to Subordinated Indebtedness by a Restricted Subsidiary, any such Indebtedness, the Guarantee under the supplemental indenture shall be guarantee is subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Senior Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially at least to the same extent as such Subordinated Indebtedness is subordinated to the Senior Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall the foregoing provision will not be applicable to any guarantee of by any Restricted Subsidiary (x) that (A) existed at the time such Person person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person person becoming a Restricted Subsidiary. Any guarantee by a Restricted Subsidiary of the Company Senior Notes pursuant to the preceding paragraph may provide by its terms that it will be automatically and unconditionally released and discharged upon (i) any sale, exchange or (y) that guarantees the payment of Obligations transfer to any person not an Affiliate of the Company of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or any all or substantially all the assets of, such Restricted Subsidiary under the Credit Facility (which sale, exchange or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and transfer is not incurred pursuant to a registered offering of securities under prohibited by this Indenture), (ii) the Securities Act release or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements discharge of the Securities Actguarantee that resulted in the creation of such guarantee of the Senior Notes, which private placement provides for registration rights except a discharge or release by or as a result of payment under such guarantee or (iii) the Securities Act (any guarantee excluded by operations designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this clause (y) being an “Excluded Guarantee”)Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless unless: (ia) (1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee of payment of the Notes Securities by such Restricted Subsidiary, which Subsidiary except Guarantee will be subordinated to Guarantor Senior Indebtedness (but no other Indebtedness) to the same extent that (A) if the Notes Securities are subordinated in right to Senior Indebtedness and (2) with respect to any guarantee of payment to Subordinated Indebtedness by a Restricted Subsidiary, any such Indebtedness, the Guarantee under the supplemental indenture shall guarantee will be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted 's Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially at least to the same extent as such Subordinated Indebtedness is subordinated to the NotesSecurities; (iib) such Restricted Subsidiary waives and will agrees not in any manner whatsoever to claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its GuaranteeSubsidiary Guarantee until such time as the obligations guaranteed thereby are paid in full; and (iiic) such Restricted Subsidiary shall will deliver to the Trustee an Opinion of Counsel to the effect that (A) such Subsidiary Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (ai) shall will not be applicable to any guarantee of any Restricted Subsidiary that (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (By) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”)Company.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Company (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this the Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s 's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility Facilities or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; , provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “"Excluded Guarantee”").

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s 's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided PROVIDED that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided , PROVIDED that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”"EXCLUDED GUARANTEE").

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any of its Wholly Owned Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Company or any Restricted Subsidiary or guarantee all or a portion of, or are a co-borrower under, the Senior Credit Facilities) that are Restricted Subsidiaries, other than a Guarantor, to guarantee Guarantee the payment of any Indebtedness of the Company Company, the Issuers or any Indebtedness of any other Guarantor, unless such Restricted Subsidiary unless within 15 days (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee of payment of the Notes by such Restricted Subsidiary Subsidiary, except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such a guarantee of Indebtedness substantially to of the same extent as Company, the Notes are subordinated to such Indebtedness under this Indenture and (B) Issuers or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the NotesNotes or such Guarantor’s Guarantee, any such guarantee of 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 or such Guarantor’s Guarantee of the Notes and (ii) executes and delivers a supplement or joinder to the Security Documents or new Security Documents and takes all actions required thereunder to perfect the Liens created thereunder; provided that 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’s Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) Notes or such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantor’s Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityNotes; provided that this paragraph (a) Section 4.15 shall not be applicable in the event that the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under Applicable Law. The Company may elect, in its sole discretion, to cause any guarantee 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 15-day period described above and such Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of any Restricted such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not when so incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees at the payment of Obligations time of the Company or any Restricted release of such Guarantee) assuming such Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that were not a Guarantor at such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”)time.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (Bthat) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility Facilities or any other bank facility which is designated as Senior Indebtedness Hedging Obligations and any refunding, refinancing or replacement thereof, in whole or in part; provided that such Credit Facilities and any such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”).

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit In the event that any Restricted Subsidiary to guarantee the payment of (other than a Subsidiary Guarantor), directly or indirectly, guarantees any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless than the Securities (i) the "Other Indebtedness"), the Company shall cause ------------------ such Restricted Subsidiary simultaneously executes and delivers to concurrently guarantee (a supplemental indenture to "Subsidiary Guarantee") -------------------- the Company's obligations under this Indenture providing for a Guarantee of payment of and the Notes by such Restricted Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially Securities to the same extent as that such Restricted Subsidiary guaranteed the Notes are subordinated to such Company's obligations under the Other Indebtedness under this Indenture and (B) including waiver of subrogation, if any); provided, however, that if such Other Indebtedness is by its express terms subordinated (i) not Subordinated -------- ------- Indebtedness of the Company, the Subsidiary Guarantee shall be pari passu in ---- ----- right of payment with the guarantee of the Other Indebtedness or (ii) Subordinated Indebtedness of the Company, the Subsidiary Guarantee shall be senior in right of payment to the Notesguarantee of the Other Indebtedness; provided, -------- further, however, that each Subsidiary issuing a Subsidiary Guarantee will be ------- ------- automatically and unconditionally released and discharged from its obligations under such Subsidiary Guarantee upon the release or discharge of the guarantee of the Other Indebtedness that resulted in the creation of such Subsidiary Guarantee, except a discharge or release by, or as a result of, any such payment under the guarantee of such Other Indebtedness by such Subsidiary Guarantor. The Company shall cause each Restricted Subsidiary with respect issuing a Subsidiary Guarantee to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect (i) execute and deliver to the Notes substantially Trustee a supplemental indenture in form reasonably satisfactory to the same extent as such Indebtedness is subordinated Trustee pursuant to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Securities and this Indenture on the terms set forth in Article Eleven, (ii) execute and deliver a Subsidiary Guarantee substantially in the form set forth on Exhibit B hereto, (iii) deliver to the Trustee an Opinion opinion of Counsel to the effect counsel --------- that (A) such Guarantee of the Notes supplemental indenture has been duly authorized, executed and authorized delivered by such Restricted Subsidiary and (B) such Guarantee of the Notes constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof Subsidiary (which opinion may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating subject to fraudulent transferscustomary assumptions and qualifications) and except insofar (iv) execute and deliver to the Initial Purchasers (as enforcement thereof is subject defined in the Registration Rights Agreement) a counterpart to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any the Registration Rights Agreement as a Subsidiary Guarantor thereunder. Thereafter, such Restricted Subsidiary shall (x) that (A) existed at unless released in accordance with the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations terms of this clause (yIndenture) being an “Excluded Guarantee”)be a Subsidiary Guarantor for all purposes of this Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s 's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided PROVIDED that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided PROVIDED that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”"EXCLUDED GUARANTEE").

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Borrowers shall not permit any Restricted Subsidiary Subsidiary, other than a Borrower, Guarantor or Immaterial Subsidiary, to guarantee the payment of any Indebtedness (whether by guarantee or in the form of the Company a security agreement) in excess of $25,000,000 of any Borrower or any Indebtedness of any other Restricted Subsidiary Guarantor unless (i) such Restricted Subsidiary simultaneously within 30 days (1) executes and delivers (x) a supplemental indenture to this Indenture Guaranty (or supplement thereto) providing for a Guarantee of payment of the Notes by such Restricted Subsidiary and (y) a Security Agreement Supplement and other security agreements and documents, as reasonably requested by and in form and substance reasonably satisfactory to, the Administrative Agent (consistent with the Security Agreement and other security agreements in effect on the Closing Date), (2) takes whatever action (including the filing of UCC financing statements) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected Liens subject to the Collateral and Guarantee Requirement and (3) if reasonably requested by the Administrative Agent, delivers to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 7.08 as the Administrative Agent may reasonably request, except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such a guarantee of Indebtedness substantially to of the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) Borrowers or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the NotesObligations or a related Guarantee, any such guarantee of by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) Obligations or such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantor’s related Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) covenant shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereofSubsidiary. The Parent Borrower may elect, in whole or in part; provided its sole discretion, to cause any Subsidiary that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant otherwise required to be a registered offering of securities under Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the Securities Act or 30 day periods set forth above. The Parent Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a private placement of securities (including under Rule 144A) pursuant Guarantor to an exemption from become a Guarantor, in which case such Subsidiary shall not be required to comply with the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of 30 day periods set forth in this clause (y) being an “Excluded Guarantee”)Section 7.08.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless unless: (ia) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Noteson a senior unsecured basis; (iib) such Restricted Subsidiary subsidiary waives and will agrees not in any manner whatsoever to claim or take the benefit or advantage of, in any manner whatsoever, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its GuaranteeSubsidiary Guarantee until such time as the obligations guaranteed thereby are paid in full; and (iiic) such Restricted Subsidiary shall will deliver to the Trustee an Opinion of Counsel to the effect that (A) such Subsidiary Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall will not be applicable to any guarantee of any Restricted Subsidiary that (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (By) was not incurred Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”)Company.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. If the Issuer or any of its Restricted Subsidiaries (x) acquires or creates any wholly-owned Domestic Subsidiary (other than an Unrestricted Subsidiary) (y) acquires or creates a Restricted Subsidiary after the Issue Date and, for purposes of this clause (y), that Subsidiary (a) The Company shall not permit any Restricted Subsidiary to guarantee the payment of guarantees any Indebtedness of the Company Issuer or any Guarantor under any Credit Facility or (b) is a Domestic Subsidiary and becomes an obligor with respect to any Indebtedness under any Credit Facility, then, in the case of any other Restricted either of the foregoing clauses (x) or (y), within ten (10) Business Days after the date that Subsidiary unless was acquired or created or on which it became obligated with respect to such Indebtedness, the Issuer shall (i1) such Restricted cause that Subsidiary simultaneously executes to execute and delivers deliver a supplemental indenture to this Indenture Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee of payment of the Notes by such Subsidiary, (2) following the Discharge of Senior Priority Lien Obligations, deliver to the Collateral Trustee stock certificates or other instruments representing all the Equity Interests of such Restricted Subsidiary except that (A) if the Notes are subordinated and stock powers and instruments of transfer, endorsed in right of payment to such Indebtednessblank, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially stock certificates or other instruments, or, if any Equity Interests pledged pursuant to such Security Instrument are uncertificated securities, confirmation and evidence satisfactory to the same extent as Trustee that the Notes are subordinated security interest in such uncertificated securities has been transferred to such Indebtedness under this Indenture and perfected by the Trustee in accordance with the Uniform Commercial Code, (B3) if such Indebtedness is by its express terms subordinated in right of payment deliver to the NotesCollateral Trustee all agreements, deeds of trust, mortgages, documents and instruments, including Uniform Commercial Code Financing Statements (Form UCC-1), required by law or reasonably requested by the Trustee to be executed, filed, registered or recorded to create or perfect the Liens on the Property of such Subsidiary (except to the extent not required under the applicable Security Instrument), (4) deliver to the Trustee Uniform Commercial Code searches, all dated reasonably close to the date of the Collateral Trust Joinder Agreement and in form and substance satisfactory to the Trustee, and evidence reasonably satisfactory to the Trustee that any Liens indicated in such guarantee Uniform Commercial Code searches are Liens permitted pursuant to Section 4.12 or have been released, (5) deliver to the Trustee the corporate resolutions or similar approval documents of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right approving the execution and delivery of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to Collateral Trust Joinder Agreement and the same extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment performance by such Restricted Subsidiary under its Guarantee; of the Security Instruments, the Guarantee and any other Note Document to which it is a party and (iii6) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel a legal opinion reasonably acceptable to the effect that (A) such Guarantee Trustee, opining favorably on the execution, delivery and enforceability of the Notes has been duly executed Note Documents to which such Restricted Subsidiary is a party, and authorized the grant and (B) such Guarantee perfection of the Notes constitutes security interest or trust lien purported to be made or effected by any such Note Document and otherwise being in form and substance reasonably satisfactory to the Trustee and its counsel. For the avoidance of doubt, the Issuer shall cause any Subsidiary which Guarantees obligations under any Senior Priority Lien Document to contemporaneously become a valid, binding Guarantor hereunder. The Issuer and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided each Guarantor expressly agrees that this paragraph (a) its obligations arising hereunder shall not be applicable affected or diminished by the addition or release of any other Guarantor hereunder. This Indenture shall be fully effective as to any guarantee Guarantor that is or becomes a party hereto regardless of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or whether any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing Person becomes or replacement thereof, in whole fails to become or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant ceases to be a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”)Guarantor hereunder.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Company (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this the Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s 's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility Facilities or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; , provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and PROVIDED FURTHER that any such Senior Indebtedness and any refunding, refinancing or replacement thereof is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”)Act.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor, directly or indirectly, to guarantee guarantee, assume or in any other manner become liable for the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Subsidiary, unless (ia) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee guarantee of payment of the Notes by such Restricted Subsidiary except that and (Ab) if the Notes are subordinated in right with respect to any guarantee of payment to Subordinated Indebtedness by a 97 Restricted Subsidiary, any such Indebtedness, the Guarantee under the supplemental indenture shall be guarantee is subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes; (ii) such Restricted Subsidiary waives and , provided, however, that the foregoing provision will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of by any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Any guarantee by a Restricted Subsidiary of the Company Notes pursuant to the preceding paragraph may provide by its terms that it will be automatically and unconditionally released and discharged upon (i) any sale, exchange or (y) that guarantees the payment of Obligations transfer to any Person not an Affiliate of the Company of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or any all or substantially all the assets of, such Restricted Subsidiary under the Credit Facility (which sale, exchange or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and transfer is not incurred pursuant to a registered offering of securities under prohibited by this Indenture) or (ii) the Securities Act release or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements discharge of the Securities Actguarantee that resulted in the creation of such guarantee of the Notes, which private placement provides for registration rights except a discharge or release by or as a result of payment under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”)such guarantee.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a an unsubordinated Guarantee of payment of the Notes Securities by such Restricted Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if with respect to any such Indebtedness is by its express terms subordinated in right Guarantee of payment to the NotesSubordinated Indebtedness, any such guarantee Guarantee of such Restricted Subsidiary with respect to such Subordinated Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s 's Guarantee with respect to the Notes substantially Securities at least to the same extent as such Subordinated Indebtedness is subordinated to the NotesSecurities; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; (iii) such Restricted Subsidiary shall appoint CT Corporation in New York City as its agent for the service of process; and (iiiiv) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such appointment of CT Corporation is valid, (B) such Guarantee of the Notes Securities has been duly executed and authorized and (BC) such Guarantee of the Notes Securities constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”).all

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a1) The Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (ia) (1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee of payment of the Notes Securities by such Restricted Subsidiary, which Subsidiary except Guarantee shall be subordinated to Guarantor Senior Indebtedness (but no other Indebtedness) to the same extent that (A) if the Notes Securities are subordinated in right to Senior Indebtedness and (2) with respect to any guarantee of payment to Subordinated Indebtedness by a Restricted Subsidiary, any such Indebtedness, the Guarantee under the supplemental indenture guarantee shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted 's Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially at least to the same extent as such Subordinated Indebtedness is subordinated to the NotesSecurities; (iib) such Restricted Subsidiary waives and will agrees not in any manner whatsoever to claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its GuaranteeSubsidiary Guarantee until such time as the obligations guaranteed thereby are paid in full; and (iiic) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Subsidiary Guarantee of the Notes has been duly executed and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided PROVIDED that this paragraph (ai) shall not be applicable to any guarantee of any Restricted Subsidiary that (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (By) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”)Company.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit In the event that any Restricted Subsidiary to guarantee the payment of (other than a Subsidiary Guarantor), directly or indirectly, guarantees any Indebtedness of the Company or any Indebtedness of any other than the Securities (the "Other Indebtedness"), the Company shall cause such Re- stricted Subsidiary to concurrently guarantee (a "Subsidiary Guarantee") the Company's obligations under this Indenture and the Securities to the same extent that such Restricted Subsidiary unless guaranteed the Company's obligations under the Other Indebtedness (including waiver of subrogation, if any); provided, however, that if such Other Indebtedness is (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment not Subordinated Indebtedness of the Notes by such Restricted Company, the Subsidiary except that (A) if the Notes are subordinated Guarantee shall be pari passu in right of payment to such Indebtednesswith the guarantee of the Other Indebtedness or (ii) Subordinated Indebtedness of the Company, the Subsidiary Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated senior in right of payment to the Notesguarantee of the Other Indebtedness; provided, further, however, that each Subsidiary issuing a Subsidiary Guarantee will be automatically and unconditionally released and discharged from its obligations under such Subsidiary Guarantee upon the release or discharge of the guarantee of the Other Indebtedness that resulted in the creation of such Subsidiary Guarantee, except a discharge or release by, or as a result of, any such payment under the guarantee of such Other Indebtedness by such Subsidiary Guarantor. The Company shall cause each Restricted Subsidiary with respect issuing a Subsidiary Guarantee to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect (i) execute and deliver to the Notes substantially Trustee a supplemental indenture in form reasonably satisfactory to the same extent as such Indebtedness is subordinated Trustee pursuant to the Notes; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (iii) which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Securities and this Indenture on the terms set forth in Article Eleven, (ii) execute and deliver a Subsidiary Guarantee substantially in the form set forth on Exhibit B hereto, (iii) deliver to the Trustee an Opinion opinion of Counsel to the effect counsel that (A) such Guarantee of the Notes supplemental indenture has been duly authorized, executed and authorized delivered by such Restricted Subsidiary and (B) such Guarantee of the Notes constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof Subsidiary (which opinion may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating subject to fraudulent transferscustomary assumptions and qualifications) and except insofar (iv) execute and deliver to the Initial Purchasers (as enforcement thereof is subject defined in the Registration Rights Agreement) a counterpart to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any the Registration Rights Agreement as a Subsidiary Guarantor thereunder. Thereafter, such Restricted Subsidiary shall (x) that (A) existed at unless released in accordance with the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations terms of this clause (yIndenture) being an “Excluded Guarantee”)be a Subsidiary Guarantor for all purposes of this Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary that is not a Guarantor to guarantee the payment of any Indebtedness of the Company other than any Guarantee or any Indebtedness of any other Restricted Subsidiary unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a an unsubordinated Guarantee of payment of the Notes Securities by such Restricted Subsidiary except that (A) if the Notes are subordinated in right and with respect to any guarantee of payment to Subordinated Indebtedness by a Restricted Subsidiary, any such Indebtedness, the Guarantee under the supplemental indenture guarantee shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s 's Guarantee with respect to the Notes substantially Securities at least to the same extent as such Subordinated Indebtedness is subordinated to the NotesSecurities; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; (iii) such Restricted Subsidiary shall appoint CT Corporation in the City of New York as its agent for the service of process; and (iiiiv) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such appointment of CT Corporation is valid, (B) such Guarantee of the Notes Securities has been duly executed and authorized and (BC) such Guarantee of the Notes Securities constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary that (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (By) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or Company; and provided further that the provisions of this paragraph (ya) that guarantees shall not apply to the guarantee by any non-domestic Restricted Subsidiary of the payment of Obligations any Indebtedness of the Company or any other non-domestic Restricted Subsidiary that is permitted to be incurred under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations terms of this clause (y) being an “Excluded Guarantee”)Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (in each case, the "Guaranteed Debt") unless (i) if such Restricted Subsidiary is not a Guarantor, such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary except that Subsidiary, (Aii) if the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary are subordinated in right of payment to such Indebtednessthe Guaranteed Debt, the Subsidiary Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s 's guarantee with respect to such Indebtedness the Guaranteed Debt substantially to the same extent as the Notes or the Subsidiary Guarantee are subordinated to such Indebtedness the Guaranteed Debt under this Indenture and Indenture, (Biii) if such Indebtedness the Guaranteed Debt is by its express terms subordinated in right of payment to the NotesNotes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness the Guaranteed Debt shall be subordinated in right of payment to such Restricted Subsidiary’s 's Subsidiary Guarantee with respect to the Notes substantially to the same extent as such Indebtedness the Guaranteed Debt is subordinated to the Notes; Notes or the Subsidiary Guarantee (iiif any) of such Restricted Subsidiary, (iv) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; , and (iiiv) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Subsidiary Guarantee of the Notes has been duly executed and authorized and (B) such Subsidiary Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”).