Common use of Limitation on Issuances of Guarantees of Indebtedness Clause in Contracts

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary. Each Restricted Subsidiary that becomes a Guarantor after the Issue Date shall also become a party to the Collateral Documents and the Intercreditor Agreement and shall take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the holders of the Notes a perfected and at least third-priority security interest in any Collateral held by the Restricted Subsidiary, subject to Permitted Liens. Notwithstanding the preceding sentence, any Note Guarantee of the Notes will provide by its terms that it will be automatically and unconditionally released and discharged if (1) the Company sells or disposes of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.15. The form of the Note Guarantee is attached as Exhibit B hereto. Upon the release of any Guarantor from its Guarantee, the Liens granted by such Guarantor under the Collateral Documents shall also be released and the Trustee and Collateral Agent shall execute such documents confirming such release as the Company or such Guarantor may request.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, Subsidiary to Guarantee or pledge any assets to secure guarantee the payment of any other 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 the a Subsidiary Guarantee of the payment of the Notes by such Restricted Subsidiary. Each , (ii) if the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary that becomes a Guarantor after the Issue Date shall also become a party are subordinated in right of payment to the Collateral Documents and Guaranteed Debt, the Intercreditor Agreement and Subsidiary Guarantee under the supplemental indenture shall take be subordinated to such actions as are necessary or advisable to grant Restricted Subsidiary's guarantee with respect to the Collateral Agent for Guaranteed Debt substantially to the benefit of the Trustee, the Collateral Agent and the holders of same extent as the Notes a perfected and at least third-priority security interest or the Subsidiary Guarantee are subordinated to the Guaranteed Debt under the Indenture, (iii) if the Guaranteed Debt is by its express terms subordinated in any Collateral held by right of payment to the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, subject any such guarantee of such Restricted Subsidiary with respect to Permitted Liens. Notwithstanding the preceding sentenceGuaranteed Debt shall be subordinated in right of payment to such Restricted Subsidiary's Subsidiary Guarantee with respect to the Notes substantially to the same extent as the Guaranteed Debt is subordinated to the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, (iv) such Restricted Subsidiary subordinates rights of reimbursement, indemnity or subrogation or any Note other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee to its obligation under its Subsidiary Guarantee, and (v) such Restricted Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that (A) such Subsidiary Guarantee of the Notes will provide by its terms that it will be automatically has been duly authorized, executed and unconditionally released delivered, and discharged if (1B) the Company sells or disposes of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted such Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.15. The form constitutes a valid, binding and enforceable obligation of the Note Guarantee such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitations, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is attached as Exhibit B hereto. Upon the release subject to general principles of any Guarantor from its Guarantee, the Liens granted by such Guarantor under the Collateral Documents shall also be released and the Trustee and Collateral Agent shall execute such documents confirming such release as the Company or such Guarantor may requestequity.

Limitation on Issuances of Guarantees of Indebtedness. The Company Issuers shall not permit any of its Domestic Restricted SubsidiariesSubsidiary, directly or indirectly, to incur Indebtedness, or Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company Issuers or any Restricted Subsidiary, unless (1) such Indebtedness is incurred by such Restricted Subsidiary pursuant to clause (2), (4), (5), (6) (with respect to Permitted Refinancing Indebtedness in respect of Indebtedness initially incurred under clause (2) or (5) only), (7), (10), (11), (12), (13), (14) or (15) of Section 4.09 or pursuant to clause (9) of Section 4.09 (with respect to Indebtedness incurred under any of the foregoing clauses), (2) such Restricted Subsidiary is a Subsidiary Guarantor, or (3) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for in the form of Exhibit F to this Indenture and becomes a Subsidiary Guarantor, which Guarantee shall (a) with respect to any Guarantee of Senior Debt, be subordinated in right of payment on the payment of same terms as the Notes by are subordinated to such Senior Debt and (b) with respect to any Guarantee of any other Indebtedness, be senior to or pari passu with such Restricted Subsidiary. Each Restricted Subsidiary that becomes a Guarantor after the Issue Date shall also become a party 's other Indebtedness or Guarantee of or pledge to the Collateral Documents and the Intercreditor Agreement and shall take secure such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the holders of the Notes a perfected and at least third-priority security interest in any Collateral held by the Restricted Subsidiary, subject to Permitted Liensother Indebtedness. Notwithstanding the preceding sentenceparagraph, any Note such Guarantee by a Restricted Subsidiary of the Notes will shall provide by its terms that it will shall be automatically and unconditionally released and discharged if (1) upon any sale, exchange or transfer, to any Person not an Affiliate of the Company sells Issuers, of all of the Issuers' stock in, or disposes of all or substantially all of the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in compliance with the applicable provisions of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.15. The form of the Note Guarantee is attached as Exhibit B hereto. Upon the release of any Guarantor from its Guarantee, the Liens granted by such Guarantor under the Collateral Documents shall also be released and the Trustee and Collateral Agent shall execute such documents confirming such release as the Company or such Guarantor may requestIndenture.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted Subsidiary (including Foreign Subsidiaries) that is not a Subsidiary Guarantor, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any Subsidiary Guarantor unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture in the form attached as Exhibit E hereto providing for the Guarantee of the payment of the Notes Securities by such Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary. Each 's Guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Indebtedness, in which case the Guarantee of the Securities may be subordinated to the Guarantee of such Senior Indebtedness to the same extent as the Securities are subordinated to such Senior Indebtedness and (ii) such Restricted Subsidiary shall simultaneously waive, and agree that becomes it will not in any manner whatsoever claim or take any benefit from, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a Guarantor after the Issue Date shall also become a party to the Collateral Documents and the Intercreditor Agreement and shall take result of any payment by such actions as are necessary or advisable to grant to the Collateral Agent for the benefit Subsidiary under its Guarantee of the Trustee, the Collateral Agent and the holders of the Notes a perfected and at least third-priority security interest in any Collateral held by the Restricted Subsidiary, subject to Permitted LiensSecurities. Notwithstanding the preceding sentenceparagraph, if any Note Restricted Subsidiary (including Foreign Subsidiaries) that is organized under the laws of Quebec, Canada would otherwise be required pursuant to the preceding paragraph to provide a Guarantee of the Notes payment of the Securities by such Subsidiary, such obligation to provide such a Guarantee shall be satisfied so long as such Restricted Subsidiary delivers to the Trustee a Guarantee of another Subsidiary Guarantor's Guarantee of the payment of the Securities, which Guarantee will be substantially in the form of the Guarantee by ICON du Canada, Inc. of the obligations of 510152 N.B. LTD., as Subsidiary Guarantor under this Indenture delivered to the Trustee on the date of this Indenture. Notwithstanding the preceding paragraphs, any Subsidiary Guarantee of the Securities (including any Guarantee provided pursuant to the immediately preceding paragraph) shall provide by its terms that it will shall be automatically and unconditionally released and discharged if (1) under the Company sells or disposes of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this circumstances described in Section 4.1514 hereof. The form of the Note Subsidiary Guarantee is attached as Exhibit B D hereto. Upon the release of any Guarantor from its Guarantee, the Liens granted by such Guarantor under the Collateral Documents shall also be released and the Trustee and Collateral Agent shall execute such documents confirming such release as the Company or such Guarantor may request.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, Subsidiary to Guarantee or pledge any assets to secure guarantee the payment of any other 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 the indenture providing for the a Subsidiary Guarantee of the payment of the Notes by such Restricted Subsidiary. Each , (ii) if the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary that becomes a Guarantor after the Issue Date shall also become a party are subordinated in right of payment to the Collateral Documents and Guaranteed Debt, the Intercreditor Agreement and Subsidiary Guarantee under the supplemental indenture shall take be subordinated to such actions as are necessary or advisable to grant Restricted Subsidiary's guarantee with respect to the Collateral Agent for Guaranteed Debt substantially to the benefit of the Trustee, the Collateral Agent and the holders of same extent as the Notes a perfected and at least third-priority security interest or the Subsidiary Guarantee are subordinated to the Guaranteed Debt under the Indenture, (iii) if the Guaranteed Debt is by its express terms subordinated in any Collateral held by right of payment to the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, subject any such guarantee of such Restricted Subsidiary with respect to Permitted Liens. Notwithstanding the preceding sentenceGuaranteed Debt shall be subordinated in right of payment to such Restricted Subsidiary's Subsidiary Guarantee with respect to the Notes substantially to the same extent as the Guaranteed Debt is subordinated to the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, (iv) such Restricted Subsidiary subordinates rights of reimbursement, indemnity or subrogation or any Note other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee to its obligation under its Subsidiary Guarantee, and (v) such Restricted Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that (A) such Subsidiary Guarantee of the Notes will provide by its terms that it will be automatically has been duly authorized, executed and unconditionally released delivered, and discharged if (1B) the Company sells or disposes of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted such Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.15. The form constitutes a valid, binding and enforceable obligation of the Note Guarantee such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitations, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is attached as Exhibit B hereto. Upon the release subject to general principles of any Guarantor from its Guarantee, the Liens granted by such Guarantor under the Collateral Documents shall also be released and the Trustee and Collateral Agent shall execute such documents confirming such release as the Company or such Guarantor may requestequity.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, Subsidiary to Guarantee or pledge any assets to secure guarantee the payment of any other 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 the a Subsidiary Guarantee of the payment of the Notes by such Restricted Subsidiary. Each , (ii) if the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary that becomes a Guarantor after the Issue Date shall also become a party are subordinated in right of payment to the Collateral Documents and Guaranteed Debt, the Intercreditor Agreement and Subsidiary Guarantee under the supplemental indenture shall take be subordinated to such actions as are necessary or advisable Restricted Subsidiary's guarantee under the supplemental indenture shall be subordinated to grant such Restricted Subsidiary's guarantee with respect to the Collateral Agent for Guaranteed Debt substantially to the benefit of the Trustee, the Collateral Agent and the holders of same extent as the Notes a perfected and at least third-priority security interest or the Subsidiary Guarantee are subordinated to the Guaranteed Debt under this Indenture, (iii) if the Guaranteed Debt is by its express terms subordinated in any Collateral held by right of payment to the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, subject any such guarantee of such Restricted Subsidiary with respect to Permitted Liens. Notwithstanding the preceding sentenceGuaranteed Debt shall be subordinated in right of payment to such Restricted Subsidiary's Subsidiary Guarantee with respect to the Notes substantially to the same extent as the Guaranteed Debt is subordinated to the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, (iv) such Restricted Subsidiary subordinates rights of reimbursement, indemnity or subrogation or any Note other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee to its obligation under its Subsidiary Guarantee, and (v) such Restricted Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that (A) such Subsidiary Guarantee of the Notes will provide by its terms that it will be automatically has been duly authorized, executed and unconditionally released delivered, and discharged if (1B) the Company sells or disposes of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted such Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.15. The form constitutes a valid, binding and enforceable obligation of the Note Guarantee 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 attached as Exhibit B hereto. Upon the release subject to general principles of any Guarantor from its Guarantee, the Liens granted by such Guarantor under the Collateral Documents shall also be released and the Trustee and Collateral Agent shall execute such documents confirming such release as the Company or such Guarantor may requestequity.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee Guarantee, assume or pledge in any assets to secure manner become liable for the payment of any other Indebtedness of the Company unless unless: (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary. Each , which Guarantee shall be (x) in the case of Indebtedness that is subordinated to the Notes senior to such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness, (y) in the case of Indebtedness that is pari passu with the Notes, pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness, and (z) in the case of Indebtedness that is Senior Debt, subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such other Senior Debt, and (ii) such Restricted Subsidiary that becomes 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 Guarantor after result of any payment by such Restricted Subsidiary under its Guarantee until the Issue Date Notes have been paid in full. PAYMENTS FOR CONSENT The Company shall also become a party to the Collateral Documents and the Intercreditor Agreement not, and shall take such actions not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for or as are necessary an inducement to any consent, waiver or advisable to grant to the Collateral Agent for the benefit amendment of any of the Trustee, terms or provisions of this Indenture or the Collateral Agent and the holders Notes unless such consideration is offered to be paid or is paid to all Holders of the Notes a perfected and at least third-priority security interest that consent, waive or agree to amend in any Collateral held by the Restricted Subsidiarytime frame set forth in the solicitation documents relating to such consent, subject to Permitted Liens. Notwithstanding the preceding sentence, any Note Guarantee of the Notes will provide by its terms that it will be automatically and unconditionally released and discharged if (1) the Company sells waiver or disposes of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.15. The form of the Note Guarantee is attached as Exhibit B hereto. Upon the release of any Guarantor from its Guarantee, the Liens granted by such Guarantor under the Collateral Documents shall also be released and the Trustee and Collateral Agent shall execute such documents confirming such release as the Company or such Guarantor may requestagreement.

Limitation on Issuances of Guarantees of Indebtedness. (a) The Company shall not cause or permit any of its Restricted SubsidiariesDomestic Subsidiary (which is not a Guarantor), directly or indirectly, to Guarantee guarantee, assume or pledge any assets to secure the payment of in any other manner become liable with respect to any Indebtedness of the Company or any Domestic Subsidiary unless such Restricted Domestic Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary. Each Restricted a Subsidiary that becomes a Guarantor after the Issue Date shall also become a party to the Collateral Documents and the Intercreditor Agreement and shall take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the holders of the Notes a perfected and at least third-priority security interest in any Collateral held by the Restricted Subsidiary, subject to Permitted Liens. Notwithstanding the preceding sentence, any Note Guarantee of the Notes will provide on the same terms as the guarantee of such Indebtedness except that (A) such guarantee need not be secured unless required pursuant to Section 5.01 of this Supplemental Indenture and (B) if such Indebtedness is by its terms that it will expressly subordinated to the Notes, any such assumption, guarantee or other liability of such Domestic Subsidiary with respect to such Indebtedness shall be automatically and unconditionally released and discharged if (1) the Company sells or disposes of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted subordinated to such Domestic Subsidiary’s Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes at least to the same extent as such Indebtedness is subordinated to the Notes; provided that (i) so long as any of the Existing Pre-2020 Senior Notes have not been retired, Discharged or defeased in accordance with Article XII of the Base Indenture or satisfied and discharged or defeased in accordance with the applicable supplemental indenture setting forth the terms of such Existing Pre-2020 Senior Notes, no such Subsidiary Guarantee will be required if the debt guaranteed by such Domestic Subsidiary does not exceed $75,000,000 and (ii) at any time after all of the Existing Pre-2020 Senior Notes have been retired, Discharged or defeased in accordance with Article XII of the Base Indenture or satisfied and discharged or defeased in accordance with the applicable supplemental indenture setting forth the terms of such Existing Pre-2020 Senior Notes, no such Subsidiary Guarantee will be required until and unless such Domestic Subsidiary becomes a guarantor under the Credit Agreement, and, in the case of this Section 4.15. The form of 5.03(a)(ii), such Domestic Subsidiary shall Guarantee the Note Guarantee Notes for so long as such Domestic Subsidiary is attached as Exhibit B hereto. Upon the release of any Guarantor from its Guarantee, the Liens granted by such a Guarantor under the Collateral Documents shall also Credit Agreement. The obligation to provide Subsidiary Guarantees set forth in the preceding paragraph will not be released and applicable to any Guarantees of any Domestic Subsidiary given to a bank or trust company or any commercial banking institution that is a member of the Trustee and Collateral Agent shall execute such documents confirming such release as U.S. Federal Reserve System (or any branch, Subsidiary or Affiliate thereof), in connection with the Company operation of cash management programs established for its benefit or such Guarantor may requestthat of any other Domestic Subsidiary.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary. Each Restricted Subsidiary that becomes a Guarantor after the Issue Date , which Guarantee shall also become a party be senior to the Collateral Documents and the Intercreditor Agreement and shall take or PARI PASSU with such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the holders of the Notes a perfected and at least third-priority security interest in any Collateral held by the Restricted Subsidiary's Guarantee of such other Indebtedness, subject to Permitted Liens. Notwithstanding unless such other Indebtedness is Senior Debt, in which case the preceding sentence, any Note Guarantee of the Notes will may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Subsidiary Guarantee of the Notes shall provide by its terms that it will shall be automatically and unconditionally released and discharged if the Guarantor relieved of any Obligations under its Guarantee: (1i) the Company sells in connection with any sale or disposes other disposition of all or substantially all of the assets of any Guarantor, that Guarantor (including by way of mergermerger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, consolidation if the sale or otherwise, other disposition is made in compliance with the applicable provisions of this Indenture; (2ii) the Company sells or disposes in connection with any sale of all of the Capital Stock of any Guarantora Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale or other disposition is made in compliance with the applicable provisions of this Indenture; (iii) the Legal Defeasance or Covenant Defeasance of the Notes in accordance with the terms of this Indenture; or (3iv) if the Company properly designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees in accordance with the applicable provisions of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.15Indenture. The form of the Note such Guarantee is attached as Exhibit B D hereto. Upon the release of any Guarantor from its Guarantee, the Liens granted by such Guarantor under the Collateral Documents shall also be released and the Trustee and Collateral Agent shall execute such documents confirming such release as the Company or such Guarantor may request.

Limitation on Issuances of Guarantees of Indebtedness. (1) The Company shall will not permit any of its Restricted SubsidiariesSubsidiaries that are not Subsidiary Guarantors, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company unless (i) such Restricted Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture to this Indenture providing for the a Guarantee of the payment of the Notes by such Restricted Subsidiary. Each Restricted Subsidiary that becomes a Guarantor after the Issue Date shall also become a party to the Collateral Documents and the Intercreditor Agreement and shall take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the holders of the Notes a perfected and at least third-priority security interest in any Collateral held by the Restricted Subsidiary, subject to Permitted Liens. Notwithstanding the preceding sentence, any Note Guarantee of the Notes will provide by its terms that it will be automatically and unconditionally released and discharged if (1) the Company sells or disposes of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock Company's obligations under the Notes and this Indenture on terms substantially similar to such Guarantee of such Indebtedness, except that if such Indebtedness is by its express terms 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 assumption, Guarantee or other liability with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes and (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 Guarantorpayment by such Restricted Subsidiary under its Note Guarantee until payment in full of the outstanding principal amount of the Notes, or (3) the Company properly designates together with any premium, accrued and unpaid interest, Additional Amounts and Special Interest, then due and owing; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that is existed at the time such Person became a Guarantor as an Unrestricted Restricted Subsidiary and was not incurred in connection with, or any Guarantor is released from its Guarantees of Indebtedness of the Company in contemplation of, such that such Guarantor would not be required to provide Person becoming a Guarantee of the Notes under this Section 4.15. The form of the Note Guarantee is attached as Exhibit B hereto. Upon the release of any Guarantor from its Guarantee, the Liens granted by such Guarantor under the Collateral Documents shall also be released and the Trustee and Collateral Agent shall execute such documents confirming such release as the Company or such Guarantor may requestRestricted Subsidiary.

Limitation on Issuances of Guarantees of Indebtedness. The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, Subsidiary to Guarantee or pledge any assets to secure guarantee the payment of any other 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 the a Subsidiary Guarantee of the payment of the Notes Securities by such Restricted Subsidiary. Each , (ii) if the Securities or the Subsidiary Guarantee (if any) of such Restricted Subsidiary that becomes a Guarantor after the Issue Date shall also become a party are subordinated in right of payment to the Collateral Documents and Guaranteed Debt, the Intercreditor Agreement and Subsidiary Guarantee under the supplemental indenture shall take be subordinated to such actions as are necessary or advisable to grant Restricted Subsidiary's guarantee with respect to the Collateral Agent for Guaranteed Debt substantially to the benefit same extent as the Securities or the Subsidiary Guarantee are subordinated to the Guaranteed Debt under this Indenture, (iii) if the Guaranteed Debt is by its express terms subordinated in right of payment to the Trustee, Securities or the Collateral Agent and the holders Subsidiary Guarantee (if any) of the Notes a perfected and at least third-priority security interest in any Collateral held by the such Restricted Subsidiary, subject any such guarantee of such Restricted Subsidiary with respect to Permitted Liens. Notwithstanding the preceding sentenceGuaranteed Debt shall be subordinated in right of payment to such Restricted Subsidiary's Subsidiary Guarantee with respect to the Securities substantially to the same extent as the Guaranteed Debt is subordinated to the Securities or the Subsidiary Guarantee (if any) of such Restricted Subsidiary, (iv) such Restricted Subsidiary subordinates rights of reimbursement, indemnity or subrogation or any Note other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee to its obligation under its Subsidiary Guarantee, and (v) such Restricted Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that (A) such Subsidiary Guarantee of the Notes will provide by its terms that it will be automatically Securities has been duly authorized, executed and unconditionally released delivered, and discharged if (1B) the Company sells or disposes of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted such Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of the Company such that such Guarantor would not be required to provide a Guarantee of the Notes under this Section 4.15. The form Securities constitutes a valid, binding and enforceable obligation of the Note Guarantee 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 attached as Exhibit B hereto. Upon the release subject to general principles of any Guarantor from its Guarantee, the Liens granted by such Guarantor under the Collateral Documents shall also be released and the Trustee and Collateral Agent shall execute such documents confirming such release as the Company or such Guarantor may requestequity.