Common use of Additional Guarantees Clause in Contracts

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

Additional Guarantees. (a) No If at any time the Borrower or any Restricted Subsidiary shall Guarantee the Indebtedness outstanding under the ABL Facilityacquires or creates another Domestic Subsidiary (other than a Domestic Subsidiary that is a Subsidiary, directly or indirectly, of a Foreign Subsidiary) that owns any other Credit Facility assets that constitute or any Public Debt (including the Senior Secured Notes)may constitute Collateral, in each case of either Issuer such newly acquired or a Guarantorcreated Domestic Subsidiary shall, unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness it is Incurred andacquired or created, if applicable, executes become a Guarantor by executing and delivers delivering to the Trustee Lenders a supplemental indenture joinder agreement substantially in the form of Exhibit D E attached hereto and there shall be no need to re-execute, amend or restate this Agreement in connection therewith, and pursuant to which such Restricted Domestic Subsidiary will provide guarantee, on a Notes Guaranteejoint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Loans on a senior secured basis. Upon delivery of any such joinder agreement to the Lenders, notice of which Notes Guarantee will is hereby waived by the Guarantors, each such Domestic Subsidiary shall be pari passu in right of payment with (in the case a Guarantor and shall be as fully a party hereto as if such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , Domestic Subsidiary were an original signatory hereto as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, a Guarantor. Each Guarantor expressly agrees that such Restricted Subsidiary its obligations arising hereunder shall not be obligated affected or diminished by the addition or release of any other Guarantor hereunder nor by any election of the Collateral Agent not to cause any Person to become an Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenseshereunder. (b) At The Borrower may elect to make any Foreign Subsidiary or any Affiliate a Guarantor, with the option consent of the Companyany such party, any Notes Guarantee may contain limitations on Guarantor liability by causing such Person to execute and deliver to the extent reasonably necessary Lenders a joinder agreement substantially in form of Exhibit E attached hereto subject to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights terms of creditors generally) or other considerations under applicable lawthis Agreement. (c) Section 4.13(a) will not be Each Guarantor shall become a party to the Loan Documents applicable to any guarantees of any Restricted Subsidiary: it. The Borrower (i) existing on shall cause each Subsidiary Guarantor to become a party to the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million Loan Documents and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection withshall, or in contemplation ofshall cause each Subsidiary Guarantor to, such Person becoming a Restricted Subsidiary; or (iii) given file any financing statement necessary to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000grant to the Collateral Agent, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of itself and the Lenders, perfected first priority security interest (subject only to Collateral Permitted Liens) in any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant Collateral held by such Guarantor, to this provision shall the extent a security interest therein can be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including perfected by the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release filing of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnificationsfinancing statement.

Additional Guarantees. If (ai) No if the Company or any of its Restricted Subsidiary shall Guarantee Subsidiaries shall, after the Indebtedness outstanding under the ABL Facilitydate of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any other Credit Facility assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million to any Public Debt (including the Senior Secured Notes), in each case of either Issuer or a Guarantor, unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is not a partnership) shareholders of such Restricted Subsidiary (orGuarantor, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary if having total assets with a fair market value (as determined in good faith by the guarantee was not incurred Board of Directors) in connection withexcess of $1.0 million, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000any Restricted Subsidiary shall incur Acquired Debt, whose debt has a ratingthen the Company shall, at the time of such guarantee was giventransfer, acquisition or incurrence, (i) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt (if not then a Guarantor) to execute a Guarantee of at least BBB+ or the equivalent thereof by S&P Obligations of the Company hereunder in the form set forth herein and at least Baa1 or (ii) deliver to the equivalent thereof by Xxxxx’xTrustee an Opinion of Counsel, in connection with form reasonably satisfactory to the operation Trustee, that such Guarantee is a valid, binding and enforceable obligation of cash management programs established for the Company’s benefit such transferee, acquired Restricted Subsidiary or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisionsSubsidiary incurring Acquired Debt, subject to customary protections exceptions for bankruptcy and indemnificationsequitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make a Restricted Investment in any Wholly Owned Restricted Subsidiary of the Company without compliance with this Section 4.17 provided that such Restricted Investment is permitted by Section 4.07 hereof. No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company) whether or not affiliated with such Guarantor unless: (i) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under its Guarantee, the Notes and this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) such Guarantor, or any Person formed by or surviving any such consolidation or merger, (a) would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the Consolidated Net Worth of such Guarantor immediately preceding the transaction and (b) would be permitted by virtue of the Company's pro forma Fixed Charge Coverage Ratio to incur, immediately after giving effect to such transaction, at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor) shall be released and relieved of any obligations under its Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions hereof. In the event the Board of Directors designates a Guarantor to be an Unrestricted Subsidiary, such Guarantor will be released and relieved of any obligation under its Guarantee, provided that such designation is conducted in accordance with the applicable provisions hereof including, but not limited to, Section 4.07.

Additional Guarantees. (a) No If, following the consummation of the Acquisition, the Issuer or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary, other than an Excluded Subsidiary, that guarantees the payment of any Indebtedness in a principal amount in excess of $10.0 million of the Issuer or any Guarantor, then that newly acquired or created Restricted Subsidiary shall Guarantee the Indebtedness outstanding under the ABL Facility, any other Credit Facility or any Public Debt (including the Senior Secured Notes), in each case of either Issuer or a Guarantor, unless such Restricted Subsidiary is or becomes will become a Guarantor on and, within 30 days of the date on which the it was acquired or created, (1) execute a supplemental indenture to this Indenture providing for a Guarantee of by such other Indebtedness is Incurred and, if applicable, executes Restricted Subsidiary and delivers (2) deliver to the Trustee a an Opinion of Counsel and an Officer’s Certificate stating that all conditions precedent to the execution of such supplemental indenture substantially in have been satisfied. Notwithstanding the form of Exhibit D hereto pursuant to which such Restricted Subsidiary will provide a Notes Guaranteeforegoing, which Notes Guarantee will be pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary this Section 4.15 shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Section 4.13(a) will not be applicable to any guarantees guarantee of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) Subsidiary that existed at the time such Person became a Restricted Subsidiary if the guarantee and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given . The form of such supplemental indenture is attached as Exhibit E hereto. Any guarantee of Subordinated Indebtedness in a principal amount in excess of $10.0 million of the Issuer or any Guarantor by a Restricted Subsidiary that becomes a Guarantor pursuant to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time immediately preceding paragraph must be subordinated to such guarantee was given, of at least BBB+ or new Guarantor’s Guarantee substantially to the equivalent thereof by S&P and at least Baa1 or same extent as such Subordinated Indebtedness is subordinated to the equivalent thereof by Xxxxx’xNotes. The Issuers may elect, in connection with the operation of cash management programs established for the Company’s benefit or that of their sole discretion, to cause any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant Subsidiary that is not otherwise required to this provision be a Guarantor to become a Guarantor. Each Guarantee shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnificationsSection 10.05 hereof.

Additional Guarantees. (a) No KP Parent will not cause or permit any Restricted Subsidiary shall that is not a Guarantor or the Issuer to Guarantee the Indebtedness outstanding under the ABL FacilitySenior Secured Credit Facilities, any other Credit Facility or any other Public Debt (including Debt, respectively, of the Senior Secured Notes), in each case of either Issuer or a Guarantor, in each case unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, and executes and delivers to the Trustee a supplemental indenture substantially in the form providing for a Notes Guarantee of Exhibit D hereto pursuant to which such Restricted Subsidiary will provide a Notes GuaranteeSubsidiary, which Notes Guarantee will be senior to or pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become such a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1i) any breach or violation of general statutory limitations, financial assistance, capital maintenance, corporate benefit, financial assistance, fraudulent preference, preference or thin capitalization rules, capital maintenance rules, guidance and coordination rules retention of title claims or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2ii) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3iii) any significant cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of out-of-pocket expenses. (b) At the option of the CompanyKP Parent, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable lawlaw or regulation. (c) Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision Section 4.08 shall be released as set forth under Section 11.0510.06. A Notes Guarantee of a future Guarantor may also be released at the option of KP Parent if at the date of such release there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture as at the date of such release if such Guarantor were not designated as a Guarantor as at that date. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications.

Additional Guarantees. (a) No The Company will not permit any of its Wholly-Owned Domestic Subsidiaries that is a Restricted Subsidiary, or any non-Wholly-Owned Domestic Subsidiary that is a Restricted Subsidiary shall Guarantee the Indebtedness outstanding under the ABL Facility, if such non-Wholly-Owned Domestic Subsidiary guarantees any other Capital Markets Indebtedness of the Company or any Guarantor or becomes an obligor under any Credit Facility permitted under clause (1) of Section 4.09(b) (in each case, other than a Guarantor) to (x) guarantee the payment of any other Capital Markets Indebtedness of the Company or any Public Debt other Guarantor or Indebtedness under any Credit Facility permitted under clause (including the Senior Secured Notes1) of Section 4.09(b) or (y) become an obligor under any Credit Facility permitted under clause (1) of Section 4.09(b), in each case of either Issuer or a Guarantorcase, unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, within 45 days executes and delivers to the Trustee a supplemental indenture to this Indenture substantially in the form of supplemental indenture appearing as Exhibit D hereto pursuant to which this Indenture providing for a Guarantee by such Restricted Subsidiary will provide a Notes GuaranteeSubsidiary, which Notes Guarantee will be pari passu except that with respect to clause (x) above only: (1) if such Indebtedness is by its express terms subordinated in right of payment with (in to the case Notes or such Guarantee of Guarantor’s Guarantee, any such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that guarantee by such Restricted Subsidiary with respect to such Indebtedness shall not be obligated subordinated in right of payment to become a Guarantor such Guarantee substantially to the same extent and for so long as the Incurrence of such Notes Guarantee Indebtedness is contrary subordinated to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdictionNotes; and (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (orwaives and will not in any manner whatsoever claim or take the benefit or advantage of, in any right of reimbursement, indemnity or subrogation or any other right against the case of a Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) this Section 4.13(a) will 4.15 shall not be applicable to any guarantees guarantee of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) Subsidiary that existed at the time such Person became a Restricted Subsidiary if the guarantee and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x. The Company may elect, in connection 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 operation of cash management programs established for 45 day period described in clause (1) or (2) above and such Guarantee may be released at any time in the Company’s benefit or that sole discretion, unless such Subsidiary is otherwise required by the applicable terms of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant this Indenture to this provision shall provide a Guarantee. Each Guarantee will also be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnificationsSection 10.06.

Additional Guarantees. (a) No Restricted Upon the full repayment or refinancing of the 2019 Notes after the Issue Date (i) each Domestic Subsidiary shall Guarantee of the Company that has outstanding Indebtedness or has outstanding under guarantees of Indebtedness in an aggregate principal amount of such Indebtedness or such guarantee exceeding $15.0 million at the ABL Facility, time of such full repayment or refinancing of the 2019 Notes will become a Subsidiary Guarantor by executing a supplemental indenture and delivering it to the Trustee within 45 days of such repayment or refinancing of the 2019 Notes and (ii) each Domestic Subsidiary of the Company that incurs any other Credit Facility Indebtedness or guarantees any Indebtedness of the Company or any Public Debt Subsidiary Guarantor in an aggregate principal amount of such Indebtedness or such guarantee exceeding $15.0 million, will become a Subsidiary Guarantor by executing a supplemental indenture and delivering it to the Trustee within 45 days of the end of the fiscal quarter during which it guaranteed or incurred such other Indebtedness. Prior to the full repayment or refinancing of the 2019 Notes, each Domestic Subsidiary of the Company (including the Senior Secured Notes), in each case of either Issuer other than SSO or a Guarantor, unless Subsidiary of SSO) that has outstanding Indebtedness or has guaranteed any Indebtedness of the Company or any Subsidiary Guarantor and the aggregate principal amount of Indebtedness incurred or guaranteed by such Restricted Subsidiary is or becomes exceeds $15.0 million, then that Subsidiary must become a Subsidiary Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, executes and delivers to the Trustee by executing a supplemental indenture substantially in the form of Exhibit D Annex A hereto pursuant and delivering it to the Trustee within 45 days of the end of the fiscal quarter during which such Restricted Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) it guaranteed or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of incurred such other Indebtedness. The foregoing requirement does not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Any Subsidiary Guarantee of a Restricted Subsidiary of the Company that was incurred pursuant to this Section 4.13 shall be subject to the release and other provisions under Article 8 and Article 10 hereof. (b) The parent entity of the Company may elect to guarantee the Notes; provided, however, that such Restricted Subsidiary entity shall not be obligated to become a Guarantor subject to the extent and for so long as the Incurrence covenants contained in this Indenture by virtue of having delivered such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders guarantee. [Following consummation of the partners Conversion and the distribution by Chesapeake Energy Corporation of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out outstanding shares of pocket expenses. (b) At the option common stock of the Company, any Notes Guarantee may contain limitations on Guarantor liability Company to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the CompanyChesapeake Energy Corporation’s benefit or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost ofshareholders, the Company to effectuate any release of will not have a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnificationsparent entity.]

Additional Guarantees. (a) No Restricted The Company will not permit any of its Domestic Subsidiaries that is a Wholly-Owned Subsidiary shall Guarantee (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees any Indebtedness referred to in (i) or (ii) below of the Indebtedness outstanding under the ABL Facility, any other Credit Facility Company or any Public Debt (including the Senior Secured NotesGuarantor), in each case of either Issuer or other than a Guarantor, unless a Receivables Subsidiary or an Excluded Subsidiary, to guarantee the payment of (i) any Credit Facility permitted under Section 4.09(b)(1) or (ii) capital markets debt securities of the Company or any other Guarantor in an aggregate principal amount in excess of $200,000,000 unless: (1) such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, within 60 days executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which this Indenture providing for a Guarantee by such Restricted Subsidiary will provide Subsidiary, except that with respect to a Notes Guaranteeguarantee of Indebtedness of the Company or any Guarantor, which Notes Guarantee will be pari passu if such Indebtedness is by its express terms subordinated in right of payment with (in to the case Notes or such Guarantee of Guarantor’s Guarantee, any such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that guarantee by such Restricted Subsidiary with respect to such Indebtedness shall not be obligated subordinated in right of payment to become a Guarantor such Guarantee substantially to the same extent and for so long as the Incurrence of such Notes Guarantee Indebtedness is contrary subordinated to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdictionNotes; and (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (orwaives and will not in any manner whatsoever claim or take the benefit or advantage of, in any rights of reimbursement, indemnity or subrogation or any other rights against the case of a Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) this Section 4.13(a) will 4.15 shall not be applicable to any guarantees guarantee of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) Subsidiary that existed at the time such Person became a Restricted Subsidiary if the guarantee and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary. (db) Future Notes Guarantees granted pursuant The Company may elect, in its sole discretion, to this provision cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be released as set forth under required to comply with the 60 day period described in Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications4.15(a)(1).

Additional Guarantees. (a) No Before any Restricted Subsidiary, other than the Company, incurs any Indebtedness (including any guarantee of Indebtedness, but excluding any guarantee of Credit Facilities or Indebtedness incurred by a non-guarantor Restricted Subsidiary shall Guarantee the pursuant to Section 4.09(b)(11) or issues any Disqualified Stock, for so long as such Indebtedness outstanding under the ABL Facilityor Disqualified Stock is outstanding, any other Credit Facility or any Public Debt (including the Senior Secured Notes), in each case of either Issuer or a Guarantor, unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, executes it must execute and delivers deliver to the Trustee both (1) a supplemental indenture substantially in the form of Exhibit D hereto pursuant to under which such Restricted Subsidiary will provide a Notes Guaranteeshall guarantee, which Notes Guarantee will be pari passu in right on an unsecured senior basis, all of payment the Obligations with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor respect to the extent Notes, and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) an Opinion of Counsel to the effect that the supplemental indenture has been duly executed and delivered. Parent Guarantor may, at any risk or liability for the officerstime and from time to time, directors or (except in the case of cause a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in to guarantee the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expensesNotes and be thereafter treated as an Additional Guarantor. (b) At In the option event of (1) a sale or other disposition of all or substantially all of the Companyassets of any Additional Guarantor, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) which sale or other considerations under applicable law. disposition is otherwise in compliance with the terms of this Indenture, by way of merger, consolidation or otherwise, (c2) Section 4.13(aa sale or other disposition of all of the Capital Stock of any Additional Guarantor, or (3) will not be applicable to any guarantees a designation of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount Subsidiary that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted an Additional Guarantor as an Unrestricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisionsthe applicable provisions of this Indenture, subject to customary protections then the Additional Guarantor (in the event of a sale or other disposition, by way of a merger, consolidation or otherwise, of all of the Capital Stock of Additional Guarantor or a designation as an Unrestricted Subsidiary) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of Additional Guarantor) shall be automatically and indemnificationsunconditionally released and relieved of any obligations under its guarantee.

Additional Guarantees. On or before the date that is 60 days after the Closing Date, Borrower shall cause each Subsidiary of the Borrower that is not an Excluded Subsidiary and/or not already a Guarantor as of such date to become a Guarantor hereunder, and duly execute and deliver to the Administrative Agent a Counterpart Agreement and take all such other actions and execute and deliver all such other documents, instruments, agreements, legal opinions and certificates reasonably requested by the Administrative Agent in furtherance of the foregoing (including an update to Schedule 1.1(b) reflecting the addition of such Guarantors). At all times following the date that is 60 days after the Closing Date, upon (i) the formation or acquisition of any new direct or indirect Subsidiary of the Borrower that is not, at such time, an Excluded Subsidiary, and (ii) any Excluded Subsidiary ceasing to be an Excluded Subsidiary, then the Borrower shall, at the Borrower’s expense: (a) No Restricted within 30 days after such formation or acquisition or cessation, cause such Subsidiary shall Guarantee the Indebtedness outstanding under the ABL Facility, any other Credit Facility or any Public Debt (including the Senior Secured Notes), in each case of either Issuer or a Guarantor, unless such Restricted Subsidiary is or becomes to become a Guarantor on hereunder, and duly execute and deliver to the Administrative Agent a Counterpart Agreement and take all such other actions and execute and deliver all such other documents, instruments, agreements, legal opinions and certificates reasonably requested by the Administrative Agent in furtherance of the foregoing; and (b) within 10 days after such formation or acquisition or cessation, deliver written notice to Collateral Agent setting forth with respect to such Person (1) the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if of the guarantee Borrower and (2) in the event such Subsidiary was not incurred in connection withpreviously an Excluded Subsidiary, or in contemplation of, the date that such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary no longer constituted an Excluded Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications.

Additional Guarantees. (a) No If, after the Issue Date, (a) the Issuer or any Restricted Subsidiary acquires or creates a Domestic Subsidiary that guarantees any Indebtedness or other Obligation under any Credit Agreement (other than a Subsidiary that has been designated an Unrestricted Subsidiary), (b) any Unrestricted Subsidiary that is a Domestic Subsidiary that guarantees any Indebtedness or other Obligation under any Credit Agreement is redesignated a Restricted Subsidiary, or (c) if the proviso in the definition of “Domestic Subsidiary” shall Guarantee the cease to apply with respect to Inverness Medical Investments, LLC, BBI Research, Inc. or Seravac USA Inc. such that any such Subsidiary shall become a Domestic Subsidiary (and provided that such Domestic Subsidiary is a Restricted Subsidiary and guarantees any Indebtedness outstanding or other Obligations under the ABL Facilityany Credit Agreement), any other Credit Facility or any Public Debt (including the Senior Secured Notes)then, in each case of either such case, the Issuer or a Guarantor, unless shall cause such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, executes to execute and delivers deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto B attached to this Indenture, pursuant to which such Restricted Subsidiary will provide a shall unconditionally and irrevocably guarantee all of the Issuer’s obligations under the Notes Guaranteeand this Indenture. Thereafter, which Notes Guarantee will be pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence all purposes of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expensesthis Indenture. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Notwithstanding Section 4.13(a) ), a Subsidiary Guarantor will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on automatically and unconditionally released and discharged from its obligations under its Guarantee and this Indenture under the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as circumstances set forth under in Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications11.04.

Additional Guarantees. (a) No If, after the Issue Date, (i) the Issuer or any Restricted Subsidiary acquires or creates a Domestic Subsidiary that guarantees any Indebtedness or other Obligation under any Credit Agreement (other than a Subsidiary that has been designated an Unrestricted Subsidiary), (ii) any Unrestricted Subsidiary that is a Domestic Subsidiary that guarantees any Indebtedness or other Obligation under any Credit Agreement is redesignated a Restricted Subsidiary, or (iii) if the proviso in the definition of “Domestic Subsidiary” shall Guarantee the cease to apply with respect to Inverness Medical Investments, LLC, BBI Research, Inc. or Seravac USA Inc. such that any such Subsidiary shall become a Domestic Subsidiary (and provided that such Domestic Subsidiary is a Restricted Subsidiary and guarantees any Indebtedness outstanding or other Obligations under the ABL Facilityany Credit Agreement), any other Credit Facility or any Public Debt (including the Senior Secured Notes)then, in each case of either such case, the Issuer or a Guarantor, unless shall cause such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, executes to execute and delivers deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto B attached to this Indenture, pursuant to which such Restricted Subsidiary will provide a shall unconditionally and irrevocably guarantee all of the Issuer’s obligations under the Notes Guaranteeand this Indenture. Thereafter, which Notes Guarantee will be pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence all purposes of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expensesthis Indenture. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Notwithstanding Section 4.13(a) ), a Subsidiary Guarantor will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on automatically and unconditionally released and discharged from its obligations under its Guarantee and this Indenture under the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as circumstances set forth under in Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications10.03.

Additional Guarantees. (a) No If at any time the Borrower or any Restricted Subsidiary shall Guarantee the Indebtedness outstanding under the ABL Facilityacquires or creates another Domestic Subsidiary (other than a Domestic Subsidiary that is a Subsidiary, directly or indirectly, of a Foreign Subsidiary) that owns any other Credit Facility assets that constitute or any Public Debt (including the Senior Secured Notes)may constitute Collateral, in each case of either Issuer such newly acquired or a Guarantorcreated Domestic Subsidiary shall, unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness it is Incurred andacquired or created, if applicable, executes become a Guarantor by executing and delivers delivering to the Trustee Lenders a supplemental indenture joinder agreement substantially in the form of Exhibit D E attached hereto and there shall be no need to re-execute, amend or restate this Agreement in connection therewith, and pursuant to which such Restricted Domestic Subsidiary will provide guarantee, on a Notes Guaranteejoint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Loans on a senior secured basis. Upon delivery of any such joinder agreement to the Lenders, notice of which Notes Guarantee will is hereby waived by the Guarantors, each such Domestic Subsidiary shall be pari passu in right of payment with (in the case a Guarantor and shall be as fully a party hereto as if such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , Domestic Subsidiary were an original signatory hereto as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, a Guarantor. Each Guarantor expressly agrees that such Restricted Subsidiary its obligations arising hereunder shall not be obligated affected or diminished by the addition or release of any other Guarantor hereunder nor by any election of the Collateral Agent not to cause any Person to become an Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenseshereunder. (b) At The Borrower may elect to make any Foreign Subsidiary or any Affiliate a Guarantor, with the option consent of the Companyany such party, any Notes Guarantee may contain limitations on Guarantor liability by causing such Person to execute and deliver to the extent reasonably necessary Lenders a joinder agreement substantially in form of Exhibit E attached hereto subject to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights terms of creditors generally) or other considerations under applicable lawthis Agreement. (c) Section 4.13(a) will not be Each Guarantor shall become a party to the Loan Documents applicable to any guarantees of any Restricted Subsidiary:it. The Borrower (i) existing on shall cause each Subsidiary Guarantor to become a party to the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million Loan Documents and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection withshall, or in contemplation ofshall cause each Subsidiary Guarantor to, such Person becoming a Restricted Subsidiary; or (iii) given file any financing statement necessary to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000grant to the Collateral Agent, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of itself and the Lenders, perfected first priority security interest (subject only to Collateral Permitted Liens) in any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant Collateral held by such Guarantor, to this provision shall the extent a security interest therein can be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including perfected by the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release filing of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnificationsfinancing statement.

Additional Guarantees. If (ai) No the Company or any of its Restricted Subsidiary shall Guarantee Subsidiaries shall, after the Indebtedness outstanding under the ABL Facilitydate of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any other Credit Facility assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000 to any Public Debt (including the Senior Secured Notes), in each case of either Issuer or a Guarantor, unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is not a partnership) shareholders of such Restricted Subsidiary (orGuarantor or a Foreign Subsidiary, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary if other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the guarantee was not incurred Board of Directors) in connection withexcess of $1,000,000, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to any Restricted Subsidiary other than a bank or trust company having combined capital and surplus and undivided profits Foreign Subsidiary shall incur Indebtedness in excess of not less than €500,000,000$1,000,000, whose debt has a ratingthen the Company shall, at the time of such guarantee was giventransfer, acquisition or incurrence, (i) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness (if not then a Subsidiary Guarantor) to execute a Guarantee of at least BBB+ or the equivalent thereof by S&P Obligations of the Company under the Notes in the form set forth in Exhibit E hereto and at least Baa1 or (ii) deliver to --------- the equivalent thereof by Xxxxx’xTrustee an Opinion of Counsel, in connection with form reasonably satisfactory to the operation Trustee, that such Guarantee is a valid, binding and enforceable obligation of cash management programs established for the Company’s benefit such transferee, acquired Restricted Subsidiary or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisionsSubsidiary incurring Indebtedness, subject to customary protections exceptions for bankruptcy, fraudulent conveyance and indemnificationsequitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make an Investment (which does not constitute a Permitted Investment) in any Restricted Subsidiary of the Company without compliance with this Section 4.20 provided that such Investment is otherwise permitted by Section 4.10.

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

Additional Guarantees. (ai) No Restricted more than 30 days after (A) the incorporation of a Subsidiary shall Guarantee (other than an Immaterial Subsidiary) of the Indebtedness outstanding under Borrower, (B) an Immaterial Subsidiary ceasing to qualify as an Immaterial Subsidiary or (C) the ABL FacilityBorrower directly or indirectly acquiring a Subsidiary (other than an Immaterial Subsidiary) (each such Subsidiary, any other Credit Facility or any Public Debt (including the Senior Secured Notesa “New Guarantor”), in each case of either Issuer or a Guarantor, unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, executes and delivers Borrower shall provide to the Trustee Administrative Agent a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including Perfection Certificate with respect to any Taxes) such New Guarantor and such other than reasonable out of pocket expensesinformation regarding such New Guarantor and its business, finances and assets as the Administrative Agent may reasonably request. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection withThe Borrower shall, or shall cause each New Guarantor to, as soon as reasonably practicable using its commercially reasonable efforts and in contemplation ofany event within 30 days after the formation, acquisition or qualification of such Subsidiary as a New Guarantor, deliver to the Administrative Agent the following: (A) a Guarantee executed by such New Guarantor in favour of the Administrative Agent; (B) to the extent required to perfect a pledge on the Shares of such New Guarantor, Security Documents (or amendments thereto) by the shareholder of such New Guarantor; (C) a certificate of status or good standing for such New Guarantor (where available) issued by the appropriate governmental body or agency of the jurisdiction in which such New Guarantor is incorporated; (D) certificates representing all of the issued and outstanding Shares of the New Guarantor, duly endorsed in blank or accompanied by an executed stock transfer power of attorney; (E) to the extent not previously delivered to the Administrative Agent by an Obligor on behalf of the Subsidiary, insurance certificates issued by the applicable insurance brokers with respect to the insurance policies maintained by or on behalf of the New Guarantor and acknowledging the interests of the Finance Parties in such policies as referred to in Section 11.1(d); (F) a Closing Certificate of such New Guarantor; (G) opinions of counsel to such New Guarantor and its shareholder with respect to, inter alia, such Person New Guarantor, the enforceability of the afore-mentioned Credit Documents and as to such other matters as the Administrative Agent may reasonably request, and otherwise in form and substance satisfactory to the Administrative Agent; and (H) a certificate of a senior officer of the Borrower certifying that no Default has occurred and is continuing or would occur or arise immediately after or as a result of such New Guarantor becoming a Restricted SubsidiaryGuarantor hereunder; or (iii) given to whereupon such New Guarantor shall become a bank or trust company having combined capital and surplus and undivided profits Guarantor for all purposes of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiarythis agreement. (d) Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications.

Additional Guarantees. If any of the Company's Subsidiaries guarantee any Indebtedness of the Company or the Indebtedness of any Guarantor (other than Indebtedness in an aggregate principal amount among all such Subsidiaries not exceeding $10 million), the Company will cause any such Subsidiary, to the extent such Subsidiary is not already a Guarantor, to: (a) No Restricted Subsidiary shall Guarantee the Indebtedness outstanding under the ABL Facility, any other Credit Facility or any Public Debt (including the Senior Secured Notes), in each case of either Issuer or a Guarantor, unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, executes execute and delivers deliver to the Trustee a supplemental indenture substantially in form and substance reasonably satisfactory to the form of Exhibit D hereto Trustee pursuant to which such Restricted Subsidiary will provide shall guarantee all of the Company's Obligations with respect to the Notes on a Notes Guaranteesenior subordinated basis; and (b) deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee to the effect that a supplemental indenture has been duly executed and delivered by such Subsidiary and is in compliance with the terms of this Indenture. Upon the occurrence of the sale or disposition (whether by merger, liquidation, dissolution, stock purchase, asset sale or otherwise) of a Guarantor or the sale of all or substantially all of its assets, in any such case, to an entity which Notes Guarantee is not a Guarantor, such Guarantor will be pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtednessdeemed released from its obligations under its Note Guarantee; provided, however, that any such Restricted Subsidiary termination shall not be obligated to become a Guarantor occur only to the extent and for so long as the Incurrence that all obligations of such Notes Guarantee is contrary to the Agreed Security Principles Guarantor under all of its guarantees of and under all of its pledges of assets or could give rise to or result in: (1) other security interests which secure any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to 's Indebtedness or the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Section 4.13(a) will not be applicable to any guarantees Indebtedness of any Restricted Subsidiary: of the Guarantors shall also terminate upon such release, sale or transfer (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing other than Indebtedness in an aggregate principal amount that is less than the greater of (x) among all such Subsidiaries not exceeding $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary10 million). (d) Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications.

Additional Guarantees. (a) No If, after the Issue Date, (i) the Issuer or any Restricted Subsidiary acquires or creates a Domestic Subsidiary that guarantees any Indebtedness or other Obligation under any Credit Agreement (other than a Subsidiary that has been designated an Unrestricted Subsidiary), (ii) any Unrestricted Subsidiary that is a Domestic Subsidiary that guarantees any Indebtedness or other Obligation under any Credit Agreement is redesignated a Restricted Subsidiary, or (iii) if the proviso in the definition of “Domestic Subsidiary” shall Guarantee the cease to apply with respect to Inverness Medical Investments, LLC, BBI Research, Inc. or Seravac USA Inc. such that any such Subsidiary shall become a Domestic Subsidiary (and provided that such Domestic Subsidiary is a Restricted Subsidiary and guarantees any Indebtedness outstanding or other Obligations under the ABL Facilityany Credit Agreement), any other Credit Facility or any Public Debt (including the Senior Secured Notes)then, in each case of either such case, the Issuer or a Guarantor, unless shall cause such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, executes to execute and delivers deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto E attached to this Indenture, pursuant to which such Restricted Subsidiary will provide a shall unconditionally and irrevocably guarantee all of the Issuer’s obligations under the Notes Guaranteeand this Indenture. Thereafter, which Notes Guarantee will be pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence all purposes of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expensesthis Indenture. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Notwithstanding Section 4.13(a) ), a Subsidiary Guarantor will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on automatically and unconditionally released and discharged from its obligations under its Guarantee and this Indenture and the Transfer Completion Date, guaranteeing Indebtedness Registration Rights Agreement under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as circumstances set forth under in Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications10.03.

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

Additional Guarantees. (a) No Restricted The Issuers will not permit any of its Domestic Subsidiaries that is a Wholly- Owned Subsidiary shall Guarantee the (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non- Wholly-Owned Subsidiary guarantees any Indebtedness outstanding under the ABL Facility, any other Credit Facility referred to in clause (i) or (ii) below of an Issuer or any Public Debt (including the Senior Secured NotesGuarantor), in each case of either Issuer or other than the Co-Issuer, a Guarantor, unless a Receivables Subsidiary or an Excluded Sub- sidiary, to guarantee the payment of (i) any Credit Facility permitted under Section 4.09(b)(1) or (ii) capi- tal markets debt securities of an Issuer or any other Guarantor in an aggregate principal amount in excess of the greater of (i) $30,000,000 and (ii) 0.10 multiplied by Pro Forma Consolidated EBITDA for the Ap- plicable Measurement Period, unless: (1) such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, within 60 days executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which this Indenture providing for a Guarantee by such Restricted Subsidiary will provide and joinders to the Security Agreement, the Equal Priority Intercredi- tor Agreement, any Junior Priority Intercreditor Agreement or any other Customary Intercreditor Agreement and applicable Security Documents or new intercreditor agreements and Security Documents, together with any actions, filings and agreements to the extent required by (and within the time periods as set forth in) the Security Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary, except that with re- spect to a Notes Guaranteeguarantee of Indebtedness of an Issuer or any Guarantor, which Notes Guarantee will be pari passu if such Indebtedness is by its express terms subordinated in right of payment with (in to the case Notes or such Guarantee of Guarantor’s Guarantee, any such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that guarantee by such Restricted Subsidiary with respect to such Indebtedness shall not be obligated subordi- nated in right of payment to become a Guarantor such Guarantee substantially to the same extent and for so long as the Incurrence of such Notes Guarantee Indebtedness is contrary subordinated to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdictionNotes; and (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (orwaives and will not in any manner whatsoever claim or take the benefit or advantage of, in the case any rights of a reimbursement, indemnity or subrogation or any other rights against an Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) this Section 4.13(a) will 4.15 shall not be applicable to any guarantees guarantee of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) Subsidiary that existed at the time such Person became a Restricted Subsidiary if the guarantee and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or . The Issuers may elect, in its sole discretion, to cause any Domestic Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60 day period de- scribed in clause (iii1) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, above but shall comply with all such requirements at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiaryits designation as a Guarantor. (db) Future Notes Guarantees granted pursuant to this provision Each Guarantee shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnificationsSection 10.07.

Additional Guarantees. (a) No Restricted Subsidiary shall Guarantee the Indebtedness outstanding under the ABL Facility, any other Credit Facility or any Public Debt (including the Senior Secured Notes), in The Issuer will cause each case of either Issuer or a Guarantor, unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be pari passu in right of payment with (in the case such Guarantee of such other Indebtedness constitutes Pari Passu Indebtedness) or senior to (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of Domestic Subsidiary, unless such Restricted Subsidiary (or, in the case of is a Receivables Subsidiary or a Restricted Subsidiary that is cannot guarantee the Notes as a partnershipresult of any statute or any order, directors rule or shareholders regulation of any court or governmental or regulatory agency, body or authority having jurisdiction over such Restricted Subsidiary or any of its properties (provided that if the Issuer or any of its Restricted Subsidiaries requests that any such court or governmental or regulatory agency, body or authority permit such Restricted Subsidiary to guarantee any Indebtedness of the partners Issuer or any of its Restricted Subsidiaries, such partnershiprequest shall include a request for permission to guarantee the Notes); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses.that (b1) At the option guarantees any Indebtedness of the Company, Issuer or any Notes Guarantee may contain limitations on Guarantor liability of its Restricted Subsidiaries; or (2) incurs any Indebtedness or issues any shares of Disqualified Stock permitted to be incurred or issued pursuant to clause (1) Section 4.09(b) hereof to execute and deliver to the extent reasonably necessary Trustee, the form of which is attached as Exhibit F hereto, a supplemental indenture pursuant to recognize certain defenses generally available which such Subsidiary will guarantee payment of the Notes or a Guarantee. Each Guarantee will be limited to guarantors (including those an amount not to exceed the maximum amount that relate can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance fraudulent transfer or similar laws, regulations or defenses laws affecting the rights of creditors generally) or other considerations under applicable law. (c) Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision . Each Guarantee shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnificationsSection 4.17 hereof. The form of such Guarantee is attached as Exhibit E hereto.

Additional Guarantees. Reorganized Teletrac will not permit any Subsidiary, directly or indirectly, to Guarantee any Indebtedness (aother than Permitted Indebtedness) No Restricted Subsidiary shall Guarantee the Indebtedness outstanding under the ABL Facility, any other Credit Facility or any Public Debt of Reorganized Teletrac (including the Senior Secured Notes"Guaranteed Indebtedness"), in each case of either Issuer or a Guarantor, unless (i) such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee of such other Indebtedness is Incurred and, if applicable, simultaneously executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto Agent an amendment to this Agreement pursuant to which such Restricted Section ____ hereto providing for a Guarantee ("Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be pari passu in right ") of payment with by such Subsidiary of all of Reorganized Teletrac's obligations under the Senior Secured Notes and this Agreement on the terms set forth in this Agreement and (ii) such Subsidiary waives, and will not in any manner whatsoever claim or take the case such Guarantee benefit or advantage of, any rights of such reimbursement, indemnity or subrogation or any other Indebtedness constitutes Pari Passu Indebtedness) rights against Reorganized Teletrac or senior to (in the case such Guarantee of such any other Indebtedness constitutions Subordinated Indebtedness) , Subsidiary as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdictionpayment by such Subsidiary under its Subsidiary Guarantee; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary provided that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Section 4.13(a) will this paragraph shall not be applicable to any guarantees Guarantee of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) Subsidiary that existed at the time such Person became a Restricted Subsidiary if the guarantee and was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. If the Guaranteed Indebtedness is (a) PARI PASSU with the Senior Secured Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Senior Secured Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Senior Secured Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary; or Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (iiii) given any sale, exchange or transfer, to a bank or trust company having combined capital and surplus and undivided profits any Person not an Affiliate of not less than €500,000,000, whose debt has a rating, at the time such guarantee was givenReorganized Teletrac, of at least BBB+ all of Reorganized Teletrac's and each Subsidiary's Capital Stock in, or all or substantially all the equivalent thereof by S&P and at least Baa1 assets of, such Subsidiary (which sale, exchange or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers transfer is not prohibited under the Intercreditor Agreement terms of this Agreement) or any Additional Intercreditor Agreement(ii) the release or discharge of the Guarantee that resulted in the creation of such Subsidiary guarantee, reasonably requested by, and at the cost of, the Company to effectuate any except a discharge or release by or as a result of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnificationspayment under such Guarantee.