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

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any of its Restricted Subsidiaries, other than a Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer, the Co-Issuer or any Guarantor), other than a Guarantor Guarantor, the Co-Issuer, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of any First Lien ObligationsIndebtedness of the Issuer, including any Indebtedness (the Co-Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Co-Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 60 day period described in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or the Issuera Foreign Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness Guarantor that is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (Aa) such Guarantee has been duly executed and authorized; and (Bb) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Restricted SubsidiariesDomestic Subsidiaries that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees or otherwise becomes an obligor of other capital markets debt securities of the Issuer or any Guarantor), other than (a) an Excluded Restricted Subsidiary, (b) an MSR Facility Trust, a Securitization Entity or a Warehouse Facility Trust, (c) a Guarantor or the Issuer(d) a Foreign Subsidiary, a Domestic Subsidiary of a Foreign Subsidiary which is a CFC or a FSHCO, to guarantee or otherwise become an obligor of (i) any Credit Facility permitted under Section 10.11(b)(1) or (ii) capital markets debt securities of the payment of any First Lien Obligations, including any Indebtedness (Issuer or any interest on such Indebtedness) under the Senior Credit Facilitiesother Guarantor in an aggregate principal amount in excess of $25.0 million, the NXP Notes and the Existing Secured Notes unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, Indenture in substantially the form of which is attached as Exhibit D hereto, A hereto providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee Guarantee; provided that this Section 10.15 shall not be applicable to any guarantee or otherwise; and (3) such obligation of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (including, without limitation, all laws relating 1) above. Each Guarantee shall be released in accordance with the provisions of this Indenture pursuant to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityArticle Twelve.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Holdings III shall not permit any of its Restricted Subsidiaries, other than a Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes Facilities and the Existing Secured Notes unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Borrower will not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Subsidiary Guarantor or the Issuera Foreign Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Borrower or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Subsidiary Guarantor unless: (1a) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, joinder agreement for the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiaryrelevant Guaranty, except that with respect to a guarantee of Indebtedness of the Issuer Borrower or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or Obligations (including such Subsidiary Guarantor’s GuaranteeGuaranty), any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee the relevant Guaranty substantially to the same extent as such Indebtedness is subordinated to the NotesObligations; (2b) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Borrower or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuaranty; and (3c) such Restricted Subsidiary shall deliver to the Trustee Administrative Agent an Opinion of Counsel to the effect that: (Ai) such Guarantee Guaranty has been duly executed and authorized; and (Bii) such Guarantee Guaranty constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this Section 7.09 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any Restricted Subsidiary of its Restricted Subsidiariesthe Issuer, other than a Restricted Guarantor or a Foreign Subsidiary guaranteeing not more than $50,000,000 in aggregate principal amount of Indebtedness of the IssuerIssuer or any Guarantor, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers (i) a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Restricted Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s a related Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Restricted Guarantor’s related Guarantee, and (ii) supplements to each then existing Security Document and/or one or more additional Security Documents pursuant to which such Restricted Subsidiary shall grant to the Collateral Agent a security interest in, and a Lien on, all of its title, rights and interest in, to and under assets that are of the type and kind constituting Collateral; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: Trustee; provided that this Section 4.15 shall not be applicable to (Ai) any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof (ii) guarantees of any Qualified Securitization Financing by any Restricted Subsidiary and (iii) guarantees of Indebtedness of any Foreign Subsidiary by any other Foreign Subsidiary. The Issuer may elect, in its sole discretion, to cause any Domestic Subsidiary that is not otherwise required to be limited by bankruptcya Restricted Guarantor to become a Restricted Guarantor, insolvency or similar laws in which case such Domestic Subsidiary shall not be required to comply with the 30 day periods described in clauses (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles (2) of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Borrower shall not permit any of its wholly-owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-wholly-owned Subsidiaries if such non-wholly-owned Subsidiaries guarantee capital markets debt securities of the Borrower or any Subsidiary Guarantor), other than a Guarantor Subsidiary Guarantor, a Foreign Subsidiary (except any Foreign Subsidiary that guarantees any Indebtedness of the Borrower under the ABL Facility or capital markets debt securities of the IssuerBorrower or any Subsidiary Guarantor) or a Securitization Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Borrower or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1i) such Restricted Subsidiary Subsidiary, within 30 days after the guarantee of such Indebtedness, executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretoGuarantor Joinder Agreement, providing for a Guarantee Guaranty by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer Borrower or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes Obligations or such Subsidiary Guarantor’s GuaranteeGuaranty, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee Guaranty substantially to the same extent as such Indebtedness is subordinated to the Notes;Obligations; and (2ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Borrower or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuaranty; and provided that this Section 7.12 shall not be applicable to (3i) such any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (ii) guarantees of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such any Qualified Securitization Facility by any Restricted Subsidiary. The Borrower may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (including, without limitation, all laws relating to fraudulent transfersi) and except insofar as enforcement thereof is subject to general principles of equityabove.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Parent shall not permit any of its Restricted Subsidiaries, other than Subsidiary that is not a Guarantor or the Issuer, to guarantee the payment of any First Lien ObligationsIndebtedness of the Parent, including any Indebtedness (Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Subsidiary Guarantor unless: (1) within 20 days such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the any Issuer or any Guarantor: (a) if the Notes or such Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes or such Guarantor’s Guarantee is subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s Guarantee; and (2) such Restricted Subsidiary waives and the Parent shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 20 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: (A) Trustee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. Parent may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws (including, without limitation, all laws relating in which case such Subsidiary shall not be required to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitycomply with the 20-day periods described in this Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Restricted SubsidiariesSubsidiary that is a wholly owned Domestic Subsidiary, other than a Guarantor or the IssuerGuarantor, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Facilities unless: (1) such Restricted Subsidiary within 30 45 days of such guarantee executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights right of reimbursement, indemnity or subrogation or any other rights right against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwise; and (3) . The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Restricted Subsidiary shall deliver not be required to comply with the Trustee an Opinion 45-day period described above. In addition, the Issuer may elect, in its sole discretion, to cause any direct or indirect parent company of Counsel the Issuer to guarantee the effect that: (A) such Guarantee has been duly executed and authorized; Notes, and (B) such Guarantee constitutes a valid, binding and enforceable obligation for the avoidance of such Restricted Subsidiarydoubt, except insofar as enforcement thereof any direct or indirect parent company of the Issuer that may guarantee the Notes in the future shall not be subject to any of the covenants or restrictions of this Indenture. Any guarantee of the Notes provided by any direct or indirect parent company of the Issuer may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityreleased at any time in the Issuer’s sole discretion.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Issuer will not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or the Issuera Foreign Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, Indenture in the form of which is attached as Exhibit D hereto, B hereto providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor: (a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.11 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor Guarantor, a Foreign Subsidiary or the Issuera Receivables Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under of the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Issuer unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D B hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer Issuer: (a) if the Notes or any such Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeNotes, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives waives, and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Subsidiary Guarantor), other than a Guarantor Subsidiary Guarantor, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of (i) any First Lien Obligations, including any Indebtedness Credit Facility permitted under clause (i) of Section 4.09(b) hereof or (ii) capital markets debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Subsidiary Guarantor unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 60 day period described in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Covenant Parties will not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary of its Restricted Subsidiariesa Covenant Party (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or the Issuera Foreign Subsidiary of a Domestic Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Borrower or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1a) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture joinder to this Indenture, the form of which is attached as Exhibit D hereto, Agreement providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer Borrower or any Guarantor: (1) if the Loans or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee provided under the joinder shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Loans are subordinated to such Indebtedness; and (2) if such Indebtedness is by its express terms subordinated in right of payment to the Notes Loans or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) Loans or such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwiseGuarantor’s Guarantee; and (3b) such Restricted Subsidiary shall within 30 days deliver to the Trustee Administrative Agent an Opinion of Counsel reasonably satisfactory to the effect that: (A) Administrative Agent; provided that this Section 6.10 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Restricted SubsidiariesDomestic Subsidiaries that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees other capital markets debt securities of the Issuer or any Guarantor), other than (a) an Excluded Restricted Subsidiary, (b) an MSR Facility Trust, a Securitization Entity or a Warehouse Facility Trust, (c) a Guarantor or the Issuer(d) a Foreign Subsidiary or a FSHCO, to guarantee the payment of (i) any First Lien Obligations, including any Indebtedness Credit Facility permitted under Section 10.11(b)(1) or (ii) capital markets debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor in an aggregate principal amount in excess of $25.0 million unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, Indenture in substantially the form of which is attached as Exhibit D hereto, A hereto providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 10.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (including, without limitation, all laws relating 1) above. Each Guarantee shall be released in accordance with the provisions of this Indenture pursuant to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityArticle Twelve.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Restricted Subsidiaries, other than Subsidiary that is not a Subsidiary Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1) Subsidiary Guarantor unless such Restricted Subsidiary Subsidiary, within 30 20 days of such guarantee, executes and delivers a supplemental indenture to this Indenture, Indenture substantially in the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Subsidiary Guarantor: (1) if the Notes or such Subsidiary Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes or such Subsidiary Guarantor’s Guarantee is subordinated to such Indebtedness; and (2) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) Notes or such Subsidiary Guarantor’s Guarantee. provided that this Section 4.16 shall not be applicable to any guarantee of any Restricted Subsidiary waives that existed at the time such Person became a Restricted Subsidiary and shall was not incurred in any manner whatsoever claim connection with, or take the benefit or advantage in contemplation of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating a Subsidiary Guarantor to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitybecome a Subsidiary Guarantor.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor Guarantor, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1a) such Restricted Subsidiary within 30 days after the guarantee of such Indebtedness (i) executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee of the Notes by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes and (ii) becomes a party to the Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided, that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any of its Wholly Owned Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Company or any Restricted Subsidiary in a principal amount in excess of the greater of $75.0 million and 10.0% of LTM EBITDA or guarantee all or a portion of, or are a co- borrower under, the Senior Credit Facilities) that are Restricted Subsidiaries, other than a Guarantor Guarantor, or a Foreign Subsidiary (other than a Foreign Subsidiary that guarantees all or a portion of, or is a co-borrower under, the IssuerSenior Credit Facilities), to guarantee Guarantee the payment of any First Lien ObligationsIndebtedness of the Company, including any Indebtedness (the Issuers or any interest on such Indebtedness) under the Senior Credit FacilitiesGuarantor, the NXP Notes and the Existing Secured Notes unless: (1) unless such Restricted Subsidiary within 30 60 days (i) executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer Company, the Issuers or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; Notes or such Guarantor’s Guarantee of the Notes and (2ii) executes and delivers a supplement or joinder to the Collateral Documents or new Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary waives and with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee of the Notes; provided that this Section 4.15 shall not be applicable (i) to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in any manner whatsoever claim connection with, or take the benefit or advantage in contemplation of, such Person becoming a Restricted Subsidiary, (ii) guarantees of any rights Receivables Facility by any Receivables Subsidiary, or (iii) in the event that the Guarantee of reimbursementthe Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. The Company may elect, indemnity in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary shall not be required to comply with the 60-day period described above and such Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or subrogation or any other rights against (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such time. If any Guarantor or any other Restricted becomes an Immaterial Subsidiary, the Issuers shall have the right, by delivery of a supplemental indenture executed by the Issuers to the Trustee, to cause such Immaterial Subsidiary as to automatically and unconditionally cease to be a result of any payment by Guarantor, subject to the requirement described in the first paragraph above that such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall be required to become a Guarantor if it ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); provided, further, that such Immaterial Subsidiary shall not be permitted to Guarantee the Senior Credit Facilities or other Indebtedness of the Issuers or the other Guarantors, unless it again becomes a Guarantor. Following the Completion Date, but in no event later than 150 days after the Completion Date, Inmarsat Group Holdings Inc., Inmarsat Government Inc., Inmarsat Solutions (US) Inc., Inmarsat Inc., ISAT US Inc., Stratos Government Services Inc., Inmarsat Commercial Services Inc., Inmarsat Plc, Inmarsat Global Limited and Inmarsat Solutions AS shall execute and deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed Completion Date Supplemental Indenture and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityadded under this Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any of its Restricted Subsidiaries, other than a Guarantor or the Issuer, Subsidiary to guarantee the payment of any First Lien Obligations, including Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1i) such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary, Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to a guarantee of such Indebtedness of substantially to the Issuer or any Guarantor, same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeNotes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; ; (2ii) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and and (3iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: that (A) such Guarantee of the Notes has been duly executed and authorized; and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an “Excluded Guarantee”). (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture), (ii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee, (iii) such Restricted Subsidiary is designated an Unrestricted Subsidiary as provided in the definition of “Unrestricted Subsidiary” or (iv) the obligations of the Company and the Guarantors have been terminated or discharged, as the case may be, pursuant to, and in compliance with, the provisions of Article Four or Article Twelve hereof.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Covenant Parties will not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary of its a Covenant Party (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Covenant Parties or any Restricted SubsidiariesSubsidiary), other than (x) a Guarantor Guarantor, (y) a Foreign Subsidiary of a Domestic Subsidiary or (z) until such time as Parent is no longer pursuing the IssuerConnect Transaction (in its good faith determination), any Wholly-Owned Subsidiary that is formed to give effect to the Connect Transactions that is part of the Connect Business and which will no longer be a Wholly-Owned Subsidiary of Parent following the Connect Disposition, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuers or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer Issuers or any Guarantor: (a) if the Notes or such Guarantor’s related Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s related Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s related Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: (A) Trustee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a validRestricted Subsidiary. In addition, binding and enforceable obligation of after the Issue Date, the Issuers may elect to have any Restricted Subsidiary become a Guarantor so long as such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws Subsidiary delivers a supplemental indenture and an Opinion of Counsel to the Trustee in accordance with clauses (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles (2) of equitythe immediately preceding paragraph.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall will not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiary guarantees Indebtedness under the Revolving Credit Facility or Capital Markets Indebtedness of the Company or any Guarantor), other than a Guarantor or the Issuera Foreign Subsidiary, to guarantee the payment of any First Lien Obligations, including (i) any Indebtedness (of the Company or any interest on such Indebtedness) Guarantor under the Senior Revolving Credit FacilitiesFacility incurred pursuant to Section 4.09(b)(1) or (ii) Capital Markets Indebtedness of the Company or any Guarantor, in each case, having an aggregate principal amount outstanding in excess of $12.5 million or, in the NXP Notes and the Existing Secured Notes aggregate, in excess of $25.0 million, unless: (1) such Restricted Subsidiary within 30 60 days executes and delivers to the Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer Company or any Guarantor, Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and provided that this Section 4.15 will not be applicable to (3i) such any guarantee of any Restricted Subsidiary shall deliver that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (ii) in the event that the Guarantee of the Company’s obligations under the notes or the Indenture by such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to the Trustee an Opinion cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (1) or (2) of Counsel to the effect that: (A) this Section 4.15 and such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityreleased at any time in the Company’s sole discretion.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Issuers will cause each Domestic Restricted Subsidiary of the Company shall not permit any of its Restricted Subsidiaries, (other than a Guarantor the Issuers) that incurs or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness guarantees (or any interest on such Indebtednessotherwise becomes liable for) (i) Obligations under the Senior Revolving Credit Facilities, Facility or (ii) Indebtedness under any Debt Facility in excess of the NXP Notes De Minimis Amount to execute and deliver to the Existing Secured Notes unless: (1) such Restricted Subsidiary within 30 days executes and delivers Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretoC, providing for within 30 days of the date on which it is required to become a Guarantee by Guarantor, pursuant to which such Restricted SubsidiarySubsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other Obligations under this Indenture and grant Liens on its assets constituting Collateral as set forth under Section 13.13 herein, except that with respect to a guarantee of Indebtedness of the Issuer Issuers or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Domestic Restricted Subsidiary with respect to such Indebtedness shall will be subordinated in right of payment to such Guarantee guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;.. (b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (1) or (2) of this Section 4.11 and such Restricted Subsidiary waives and shall not Guarantee may be released at any time in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; andCompany’s sole discretion (3c) such Restricted Subsidiary Each Guarantee shall deliver to be released in accordance with the Trustee an Opinion provisions of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitySection 10.06.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Borrower shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee capital markets debt securities of the Borrower or any Subsidiary Guarantor), other than a Subsidiary Guarantor or the Issuera Restricted Subsidiary formed in connection with a Receivables Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Borrower or any interest on such Indebtednessother Subsidiary Guarantor (other than Indebtedness payable to the Borrower or a Restricted Subsidiary) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, Guarantee substantially in the form of which is attached as Exhibit D hereto, A hereto providing for a Guarantee by such Restricted Subsidiary, except that provided that: (a) if the Loans or such Subsidiary Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee shall be subordinated to such Restricted Subsidiary’s guarantee with respect to a guarantee of such Indebtedness of substantially to the Issuer or any Guarantor, same extent as the Loans are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes Loans or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Loans; and (2) such Restricted Subsidiary waives waives, and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Borrower or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and provided that this Section 9.13 shall not be applicable to (3i) such any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency (ii) any guarantee of a Foreign Subsidiary that does not guarantee other capital markets debt securities or similar laws syndicated Credit Facilities Indebtedness of the Borrower or a Subsidiary Guarantor or (including, without limitation, all laws relating to fraudulent transfersiii) and except insofar as enforcement thereof is subject to general principles any guarantee of equityany Immaterial Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Borrower shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee capital markets debt securities of the Borrower or any Guarantor), other than a Guarantor Guarantor, a Foreign Subsidiary or the Issuera Receivables Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Borrower or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, Guarantee substantially in the form of which is attached as Exhibit D hereto, A hereto providing for a Guarantee by such Restricted Subsidiary, except that provided that: (a) if the Loans or such Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee shall be subordinated to such Restricted Subsidiary’s guarantee with respect to a guarantee of such Indebtedness of substantially to the Issuer or any Guarantor, same extent as the Loans are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes Loans or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Loans; and (2) such Restricted Subsidiary waives waives, and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Borrower or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and provided that this Section 9.13 shall not be applicable to (3i) such any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (ii) guarantees of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted any Receivables Facility by any Receivables Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Covenant Parties will not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary of its a Covenant Party (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Covenant Parties or any Restricted SubsidiariesSubsidiary), other than (x) a Guarantor or the Issuer(y) a Foreign Subsidiary of a Domestic Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuers or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer Issuers or any Guarantor: (a) if the Notes or such Guarantor’s related Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s related Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s related Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: (A) Trustee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a validRestricted Subsidiary. In addition, binding and enforceable obligation of after the Issue Date, the Issuers may elect to have any Restricted Subsidiary become a Guarantor so long as such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws Subsidiary delivers a supplemental indenture and an Opinion of Counsel to the Trustee in accordance with clauses (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles (2) of equitythe immediately preceding paragraph.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any of its Restricted Subsidiaries, other than a Guarantor or the Issuer, Subsidiary to guarantee the payment of any First Lien Obligations, including Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1i) such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary, Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to a guarantee of such Indebtedness of substantially to the Issuer or any Guarantor, same extent as the Notes are subordinated to such Indebtedness under the Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeNotes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; ; (2ii) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and and (3iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: that (A) such Guarantee of the Notes has been duly executed and authorized; and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an "Excluded Guarantee"). (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited hereunder) or (ii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall Issuer will not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiary guarantees Indebtedness under a Credit Facility or Capital Markets Indebtedness of the Issuer or any Guarantor), other than a Guarantor or the Issueran Excluded Subsidiary, to guarantee the payment of any First Lien Obligations, including (i) any Indebtedness (of the Issuer or any interest on such IndebtednessGuarantor under a Credit Facility incurred under Section 4.09(b)(i) under or (ii) Capital Markets Indebtedness of the Senior Credit FacilitiesIssuer or any Guarantor, the NXP Notes and the Existing Secured Notes in each case, having an aggregate principal amount outstanding in excess of $50.0 million unless: (1i) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor: (A) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture will be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2ii) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided, this Section 4.15 will not be applicable to any guarantee of any Restricted Subsidiary shall deliver that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to the Trustee an Opinion cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (i) or (ii) of Counsel to the effect that: (Athis Section 4.15(a) and such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityreleased at any time in the Issuer’s sole discretion.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any Restricted Subsidiary of its Restricted Subsidiariesthe Company, other than a Guarantor or the Issueran Immaterial Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (in excess of $25,000,000 of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Series B Notes or such Guarantor’s a related Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Series B Notes or such Guarantor’s related Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: (A) Trustee; provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Company may elect, except insofar as enforcement thereof in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day periods set forth above. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Restricted Guarantor to become a Restricted Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day periods set forth in clauses (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles (2) of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Parent shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor or the Issuer, a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1a) such Restricted Subsidiary within 30 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, Indenture the form of which is attached as Exhibit D hereto, hereto providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor Parent or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided, that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. Parent may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws (including, without limitation, all laws relating in which case such Subsidiary shall not be required to fraudulent transferscomply with the 30 day period described in Section 4.15(a) and except insofar as enforcement thereof is subject to general principles of equityhereof.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Holdings will not permit any of its Restricted SubsidiariesSubsidiary, other than a Guarantor or the IssuerGuarantor, to guarantee the payment of any First Lien Obligations, including Indebtedness of any Indebtedness (Issuer or any interest on such Indebtedness) Guarantor (including without limitation becoming a borrower or co-borrower under the Senior Credit Facilities), the NXP Notes and the Existing Secured Notes unless: (1a) such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeGuarantee of the Notes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (2b) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor Holdings or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3c) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A1) such Guarantee has been duly executed and authorized; authorized and (B2) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws any Bankruptcy Law (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Subsidiary that is a Restricted Subsidiaries, Subsidiary other than a Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness of the Issuer or a Guarantor unless (x) the aggregate amount of all such Indebtedness guaranteed by Restricted Subsidiaries that are not Guarantors does not exceed $50,000,000 or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless:(y): (1) the aggregate amount of all such Indebtedness guaranteed by Restricted Subsidiaries that are not Guarantors exceeds $50,000,000; (2) within 45 days after the date that such Indebtedness is guaranteed, such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, substantially in the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor: (A) if the Notes or such Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes or such Guarantor’s Guarantee is subordinated to such Indebtedness; and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) Notes or such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwiseGuarantor’s Guarantee; and (3) the Issuer shall within such Restricted Subsidiary shall 45 days deliver to the Trustee an Opinion of Counsel to the effect that: stating that (A) such Guarantee has been duly executed and authorized; and authorized and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this Section 4.14 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 45 day periods described in this Section 4.14.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall Issuer will not permit any of its Restricted SubsidiariesSubsidiary, other than a Guarantor directly or the Issuerindirectly, to guarantee guarantee, assume or in any other manner become liable for the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit FacilitiesRestricted Subsidiary, the NXP Notes and the Existing Secured Notes unless: (1i) such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary on the same terms as the guarantee of such Indebtedness; and (ii) with respect to any guarantee of Subordinated Indebtedness by such Restricted Subsidiary, except that any such guarantee shall be subordinated to such Restricted Subsidiary’s Guarantee with respect to a guarantee the Notes at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes. (b) The restrictions of Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on the date of this Indenture; (ii) of Indebtedness of the Issuer or any GuarantorRestricted Subsidiary incurred pursuant to clauses 4.09(b)(ix) and (x); (iii) 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; (iv) arising solely due to the granting of a Permitted Lien that would not otherwise constitute a guarantee of Indebtedness of the Issuer; or (v) given to a bank or trust company having combined capital and surplus and undivided profits of not less than $500.0 million, whose debt has a rating, at the time such guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted Subsidiary. (c) In addition, notwithstanding anything to the contrary herein: (i) no Guarantee of the Notes shall be required if such Indebtedness is by its express terms subordinated Guarantee could reasonably be expected to give rise to or result in right (A) personal liability for the officers, directors or shareholders of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall and (B) any violation of applicable law that cannot be subordinated in right of payment to such Guarantee substantially avoided or otherwise prevented through measures reasonably available to the same extent as such Indebtedness is subordinated to the Notes; (2) Issuer or such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwiseSubsidiary; and (3ii) each such Restricted Guarantee may be limited as 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. (d) A Guarantor’s Guarantee (and the Guarantee, if any, of any Subsidiary of such Guarantor) will be automatically and unconditionally released (and thereupon shall deliver to the Trustee an Opinion terminate and be discharged and be of Counsel to the effect that:no further force and effect): (i) upon any sale or disposition of (A) Capital Stock of a Guarantor (or any parent entity thereof) following which such Guarantee has been duly Guarantor is no longer a Restricted Subsidiary or (B) all or substantially all the properties and assets of a Guarantor (including by way of merger or consolidation), in each of (A) and (B) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary; (ii) upon the designation of such Guarantor (or any parent entity thereof) as an Unrestricted Subsidiary; (iii) if such Guarantor is unconditionally released and discharged from its liability with respect to Indebtedness in connection with which such guarantee was executed pursuant to this Section 4.13; (iv) upon legal defeasance, covenant defeasance or satisfaction and authorizeddischarge of this Indenture as provided below under Article 8; and (Bv) such Guarantee constitutes a valid, binding upon full and enforceable obligation final payment of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitythe Notes.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other Indebtedness), other than a Guarantor U.S. Issuer or the Issuera Guarantor, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Company or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Restricted Subsidiary unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the any Issuer or any Guarantor, (a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (Aa) such Guarantee has been duly executed and authorized; and (Bb) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided, however, that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary of its Restricted Subsidiariesthe Issuer (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor Guarantor, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Restricted Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Restricted Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s a related Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Restricted Guarantor’s related Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: Trustee; provided that this Section 4.15 shall not be applicable to (Ai) any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (Bii) such Guarantee constitutes a valid, binding and enforceable obligation guarantees of such any Qualified Securitization Financing by any Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Restricted Guarantor to become a Restricted Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Subsidiary that is a Restricted Subsidiaries, Subsidiary other than a Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness of the Issuer or a Guarantor unless (x) the aggregate amount of all such Indebtedness guaranteed by Restricted Subsidiaries that are not Guarantors does not exceed $25,000,000 or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless:(y): (1) the aggregate amount of all such Indebtedness guaranteed by Restricted Subsidiaries that are not Guarantors exceeds $25,000,000; (2) within 20 days after the date that such Indebtedness is guaranteed, such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor: (A) if the Notes or such Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes or such Guarantor’s Guarantee is subordinated to such Indebtedness; and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) Notes or such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwiseGuarantor’s Guarantee; and (3) the Issuer shall within such Restricted Subsidiary shall 20 days deliver to the Trustee an Opinion of Counsel to the effect that: stating that (A) such Guarantee has been duly executed and authorized; and authorized and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this Section 4.14 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 20 day periods described in this Section 4.14.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Issuer will not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee Indebtedness under the Senior Secured Credit Facilities or Capital Markets Indebtedness of the Issuer or the Co-Issuer or any Guarantor), other than a Guarantor Guarantor, the Co-Issuer or the Issueran Excluded Subsidiary, to guarantee the payment of any First Lien Obligations, including (i) any Indebtedness (of the Issuer, the Co-Issuer or any interest on such Indebtedness) Guarantor under the Senior Secured Credit FacilitiesFacilities incurred under Section 4.09(b)(i) hereof or (ii) Capital Markets Indebtedness of the Issuer or the Co-Issuer or any Guarantor, the NXP Notes and the Existing Secured Notes in each case, having an aggregate principal amount outstanding in excess of $200.0 million, unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D E hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Co-Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall deliver not be required to comply with the Trustee an Opinion 60 day period described in clause (a) of Counsel to the effect that: (A) this Section 4.15 and such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityreleased at any time in the Issuer’s sole discretion.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Parent shall not permit any of its Restricted Subsidiaries, other than Subsidiary that is not a Guarantor or the Issuer, to guarantee the payment of any First Lien ObligationsIndebtedness of the Parent, including any Indebtedness (Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Subsidiary Guarantor unless: (1) such Restricted Subsidiary within 30 20 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the any Issuer or any Guarantor: (a) if the Notes or such Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes or such Guarantor’s Guarantee is subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s Guarantee; and (2) such Restricted Subsidiary waives and the Parent shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 20 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: (A) Trustee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. Parent may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws (including, without limitation, all laws relating in which case such Subsidiary shall not be required to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitycomply with the 20 day periods described in this Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any Restricted Subsidiary of its Restricted Subsidiariesthe Company, other than a Guarantor or the Issueran Immaterial Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (in excess of $10,000,000 of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the 2017 B Notes or such Guarantor’s a related Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;2017 B Notes or such Guarantor’s related Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: (A) Trustee; provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Company may elect, except insofar as enforcement thereof in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day periods set forth above. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Restricted Guarantor to become a Restricted Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day periods set forth in clauses (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles (2) of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Parent shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly- Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor Guarantor, a Captive Insurance Subsidiary, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of (i) any First Lien Obligations, including any Indebtedness Credit Facility permitted under Section 4.09(b)(i) or (ii) capital market debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor Parent, the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. Parent may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 60 day period described in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Issuer, the Co-Issuer or any Subsidiary Guarantor), other than a Guarantor Subsidiary Guarantor, the Co-Issuer, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of (i) any First Lien ObligationsCredit Facility permitted under clause (i) of Section 4.09(b) hereof or (ii) capital markets debt securities of the Issuer, including any Indebtedness (the Co-Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Subsidiary Guarantor unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Co-Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 60 day period described in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other Indebtedness), other than a U.S. Issuer or a Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Company or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Restricted Subsidiary unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the any Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (Aa) such Guarantee has been duly executed and authorized; and (Bb) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided, however, that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any Restricted Subsidiary of its Restricted Subsidiariesthe Company, other than a Guarantor or the Issueran Immaterial Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (in excess of $10,000,000 of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the 2017 A Notes or such Guarantor’s a related Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;2017 A Notes or such Guarantor’s related Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: (A) Trustee; provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Company may elect, except insofar as enforcement thereof in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day periods set forth above. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Restricted Guarantor to become a Restricted Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day periods set forth in clauses (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles (2) of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Subsidiary Guarantor), other than a Guarantor Subsidiary Guarantor, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of (i) Indebtedness incurred pursuant to any First Lien Obligations, including any Indebtedness (Credit Facilities by the Issuer or any interest on such IndebtednessSubsidiary Guarantor or (ii) under capital markets debt securities of the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Issuer or any Subsidiary Guarantor unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall deliver not be required to comply with the 60 day period described in clause (a) of this Section 4.15. The foregoing provisions in this Section 4.15 will not be applicable to guarantees of any Indebtedness of the Issuer or any Subsidiary Guarantor in an aggregate amount not to exceed $50.0 million. Notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel shall be required to be delivered to the Trustee for an Opinion execution and delivery of Counsel a supplemental indenture the sole purpose of which is to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityadd additional Guarantors.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall Issuer will not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiary guarantees Indebtedness under a Credit Facility or Capital Markets Indebtedness of the Issuer or any Guarantor), other than a Guarantor or the Issueran Excluded Subsidiary, to guarantee the payment of any First Lien Obligations, including (i) any Indebtedness (of the Issuer or any interest on such IndebtednessGuarantor under a Credit Facility incurred under Section 4.09(b)(i) under or (ii) Capital Markets Indebtedness of the Senior Credit FacilitiesIssuer or any Guarantor, the NXP Notes and the Existing Secured Notes in each case, having an aggregate principal amount outstanding in excess of $50.0 million unless: (1i) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor: (A) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture will be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2ii) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee; provided, this Section 4.15 will not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (i) or (ii) of this Section 4.15(a) and such Guarantee or otherwise; andmay be released at any time in the Issuer’s sole discretion. (3b) such Restricted Subsidiary shall deliver Each Person that becomes a Guarantor after the Issue Date shall, subject to the Trustee an Opinion provisions of Counsel the Collateral and Guarantee Requirement and any applicable limitation in this Indenture and any Notes Security Document, also become a party to the effect that: applicable Notes Security Documents pursuant to the terms of this Indenture and, within the time periods set forth in this Indenture and the applicable Notes Security Documents; shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (A) such Guarantee has been duly in substantially the same form as those executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of such Restricted Subsidiary, except insofar as enforcement thereof Collateral that this Indenture provides may be limited delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered, as applicable (but no greater scope)) as may be necessary to vest in the Notes Collateral Agent a perfected first-priority security interest (subject to Liens permitted by bankruptcySection 4.12 and Permitted Liens) in properties and assets that constitute Collateral, insolvency as security for such Guarantor’s Guarantee; and as may be necessary have such property or similar laws (includingasset added to the Collateral as required under, without limitationand subject to the limitations set forth in, the Notes Security Documents and this Indenture, and thereupon all laws provisions of this Indenture relating to fraudulent transfers) the Collateral shall be deemed to relate to such properties and except insofar as enforcement thereof is subject assets to general principles of equitythe same extent and with the same force and effect.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall will not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiary guarantees Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of the Company or the Co-Issuer or any Guarantor), other than the Co-Issuer, a Guarantor or the Issuera Foreign Subsidiary, to guarantee the payment of any First Lien Obligations, including (i) any Indebtedness (of the Company or the Co-Issuer or any interest on such Indebtedness) Guarantor under the Senior Credit FacilitiesFacility incurred pursuant to Section 4.09(b)(1) or (ii) Capital Markets Indebtedness of the Company or the Co-Issuer or any Guarantor, in each case, having an aggregate principal amount outstanding in excess of $12.5 million or, in the NXP Notes and the Existing Secured Notes aggregate, in excess of $25.0 million, unless: (1) such Restricted Subsidiary within 30 days executes and delivers to the Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company or the Co-Issuer or any Guarantor, Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 will not be applicable to any guarantee of any Restricted Subsidiary shall deliver that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Company may elect, in its sole discretion, to the Trustee an Opinion cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (1) or (2) of Counsel to the effect that: (A) this Section 4.15 and such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityreleased at any time in the Company’s sole discretion.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities) of the Company or any Subsidiary Guarantor, other than a Subsidiary Guarantor or the Issuera Foreign Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Company or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Subsidiary Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Subsidiary Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer Company or any Subsidiary Guarantor, if such Indebtedness that is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseSubsidiary Guarantee; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (Aa) such Subsidiary Guarantee has been duly executed and authorized; and (Bb) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity, provided that this Section 1015 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Issuer shall not permit any Wholly-Owned Domestic Subsidiary that is a Restricted Subsidiary of its Restricted Subsidiariesthe Issuer, other than a Guarantor Guarantor, an Immaterial Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of any First Lien Obligations, including (i) any Indebtedness permitted under Section 4.09(b)(4)(ii) or (ii) capital markets debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor unless: (1) such Restricted Subsidiary within 30 60 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s a related Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s related Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee until payment in full of Obligations under this Indenture; provided, that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or otherwise; andin contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60 day periods set forth in subclauses (1) and (2) of this Section 4.15(a). (3b) If any Guarantor becomes an Immaterial Subsidiary, the Issuer shall have the right, by delivery of a supplemental indenture executed by the Issuer to the Trustee, to cause such Restricted Immaterial Subsidiary to automatically and unconditionally cease to be a Guarantor, subject to the requirement described in Section 4.15(a) hereof that such Subsidiary shall deliver be required to the Trustee become a Guarantor if it ceases to be an Opinion of Counsel to the effect that: Immaterial Subsidiary (A) except that if such Guarantee Subsidiary has been duly executed and authorizedproperly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); and (B) provided, further, that such Immaterial Subsidiary shall not be permitted to Guarantee constitutes the Senior Secured Credit Facilities or other Indebtedness of the Issuer or the other Guarantors, unless it again becomes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityGuarantor.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company TCEH shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of TCEH, TCEH Finance or any Subsidiary Guarantor), other than TCEH Finance, a Guarantor Subsidiary Guarantor, a Foreign Subsidiary or the Issuera Receivables Subsidiary, to guarantee the payment of any First Lien ObligationsIndebtedness of TCEH, including any Indebtedness (TCEH Finance or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Subsidiary Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor: (a) if the Notes or such Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s Guarantee; and (2) such Restricted Subsidiary waives waives, and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor TCEH or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Covenant Parties will not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary of its Restricted Subsidiariesa Covenant Party (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or the Issuera Foreign Subsidiary of a Domestic Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuers or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer Issuers or any Guarantor: (a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: (A) Trustee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any Restricted Subsidiary of its Restricted Subsidiariesthe Company, other than a Guarantor or the Issueran Immaterial Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (in excess of $25,000,000 of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Series A Notes or such Guarantor’s a related Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Series A Notes or such Guarantor’s related Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: (A) Trustee; provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Company may elect, except insofar as enforcement thereof in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day periods set forth above. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Restricted Guarantor to become a Restricted Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day periods set forth in clauses (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles (2) of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Holdings III shall not permit any of its Restricted Subsidiaries, other than a Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Facilities unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities), other than the Issuer, a Guarantor or the Issuera Foreign Subsidiary, to guarantee the payment of any First Lien ObligationsIndebtedness of the Company, including any Indebtedness (the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company, the Issuer or any Guarantor, if such Indebtedness Guarantor that is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (Aa) such Guarantee has been duly executed and authorized; and (Bb) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Parent shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor or the Issuer, a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1a) such Restricted Subsidiary within 30 45 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, Indenture the form of which is attached as Exhibit D hereto, hereto providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor Parent or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and provided, that this Section 4.15 shall not be applicable (3x) such to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof or (y) in the event that the Guarantee of the Issuer’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. Parent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws (including, without limitation, all laws relating in which case such Subsidiary shall not be required to fraudulent transferscomply with the 45 day period described in Section 4.15(a) and except insofar as enforcement thereof is subject to general principles of equityhereof.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any of its Restricted Subsidiaries, other than a Guarantor or the Issuer, Subsidiary to guarantee the payment of any First Lien Obligations, including Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1i) such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary, Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to a guarantee of such Indebtedness of substantially to the Issuer or any Guarantor, same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeNotes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; ; (2ii) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and and (3iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: that (A) such Guarantee of the Notes has been duly executed and authorized; and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; PROVIDED that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part; PROVIDED that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an "EXCLUDED GUARANTEE"). (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any Restricted Subsidiary of its Restricted Subsidiariesthe Issuer, other than a Guarantor or the Issueran Excluded Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (in excess of $5,000,000 of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s a related Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s related Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: (A) Trustee; provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day periods set forth above. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day periods set forth in clauses (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles (2) of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Issuer shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than the Issuer, the Co-Issuer, a Subsidiary Guarantor or the Issueran Excluded Subsidiary, to guarantee the payment of (i) any First Lien Obligations, including any Indebtedness syndicated Credit Facility incurred under Section 4.09(b)(i) hereof or (ii) capital market debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor in an aggregate principal amount in excess of $200.0 million unless: (1i) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Co-Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;, and joinders to the Security Documents or new Security Documents, together with any filings and agreements, in each case to the extent required by the Collateral Requirements to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary (provided that with respect to any actions taken with respect to the granting and/or perfection of security interests, notwithstanding the foregoing, no such actions shall be required to be taken in advance of the later of the time required for the taking of such action (or the actual taking of such action) in respect of the Senior Secured Credit Facilities); and (2ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwise; andGuarantee. (3b) such [Reserved]. (c) Notwithstanding the foregoing in this Section 4.15, this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Subsidiary Guarantor to become a Subsidiary Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 60-day period described in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Subsidiary Guarantor pursuant to clause (ii) below), other than Subsidiary Guarantors, Excluded Restricted Subsidiaries, other than a Guarantor MSR Facility Trusts, Securitization Subsidiaries, Warehouse Facility Trusts, Foreign Subsidiaries, FSHCO Subsidiaries, Captive Insurance Subsidiaries or the IssuerBroker-Dealer Subsidiaries, to guarantee the payment of (i) any First Lien Obligations, including any Indebtedness syndicated Credit Facility incurred under Section 4.09(b)(i) hereof or (ii) capital market debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Subsidiary Guarantor in an aggregate principal amount in excess of $100.0 million unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D E hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor to become a Subsidiary Guarantor, in which case such Subsidiary shall deliver not be required to comply with the 60 day period described in clause (a) of this Section 4.15. No Opinion of Counsel shall be required to be delivered to the Trustee an Opinion in connection with the execution of Counsel a supplemental indenture solely to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityadd Subsidiary Guarantors in connection with this covenant.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Parent shall not permit any Restricted Subsidiary (other than the Issuer or any Receivables Subsidiary) that is a Wholly-Owned Subsidiary (and any non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees Material Capital Markets Indebtedness of its the Parent or any Restricted SubsidiariesSubsidiary), other than a Guarantor or the Issuera Foreign Subsidiary, to guarantee become a guarantor with respect to any Material Capital Markets Indebtedness or Indebtedness under the payment of any First Lien Obligations, including any Indebtedness Existing Senior Secured Credit Facilities (other than solely a Foreign Credit Facility or any interest on such Indebtedness) under other similar facility for 100 which Foreign Subsidiaries are borrowers thereunder), in each case of the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Issuer or any Guarantor unless: (1) such Restricted Subsidiary within 30 60 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 60 days deliver to the Trustee an Opinion of Counsel Counsel; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the effect that:time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. (Ab) The Parent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall only be required to execute and deliver a supplemental indenture to this Indenture providing for a Guarantee has been duly executed and authorized; and (B) by such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any of its Person to become a Restricted SubsidiariesSubsidiary that is a Wholly-Owned Domestic Subsidiary, other than a Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under the Senior Credit a special-purpose Restricted Subsidiary formed in connection with Receivables Facilities, the NXP Notes and the Existing Secured Notes unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture indentures to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee guarantee of payment of the Notes by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its guarantee; provided that this paragraph (a) shall not be applicable to any Person that becomes a Restricted Subsidiary so long as (i) the Total Assets of each such Person that becomes a Restricted Subsidiary are less than $25.0 million and the Total Assets of all such Persons that become Restricted Subsidiaries are less than $75.0 million in the aggregate, and (ii) the agreement governing the Acquired Indebtedness of any such Person contains a prohibition of such guarantee and such Acquired Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged: (1) upon any sale, exchange or transfer (by merger or otherwise) of all of the Company’s Capital Stock in such Guarantor (including any sale, exchange or transfer following which the applicable Guarantor is no longer a Restricted Subsidiary) or all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture, (2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; andor (3) such Restricted Subsidiary shall deliver to if the Trustee an Opinion Company exercises its legal defeasance option or its covenant defeasance option as described under Article Thirteen hereof or if its obligations under this Indenture are discharged in accordance with the terms of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitythis Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Issuer shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than the Issuer, the Co-Issuer, a Subsidiary Guarantor or the Issueran Excluded Subsidiary, to guarantee the payment of (i) any First Lien Obligations, including any Indebtedness syndicated Credit Facility incurred under Section 4.09(b)(i) hereof or (ii) capital market debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor in an aggregate principal amount in excess of $200.0 million unless: (1i) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Co-Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;, and joinders to the Security Documents or new Security Documents, together with any filings and agreements, in each case to the extent required by the Collateral Requirements to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary (provided that with respect to any actions taken with respect to the granting and/or perfection of security interests, notwithstanding the foregoing, no such actions shall be required to be taken in advance of the later of the time required for the taking of such action (or the actual taking of such action) in respect of the New Senior Secured Credit Facilities); and (2ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwise; andGuarantee. (3b) such Substantially simultaneous with the consummation of the Acquisition, each of the Issuer’s Restricted Subsidiaries (after giving effect to the Acquisition and including all Restricted Subsidiaries acquired in the Acquisition) that delivers a guarantee of the New Senior Secured Credit Facilities on the date of the consummation of the Acquisition shall execute a supplemental indenture substantially in the form of Exhibit D hereto. (c) Notwithstanding the foregoing in this Section 4.15, this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Subsidiary Guarantor to become a Subsidiary Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 60-day period described in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Restricted Subsidiary or guarantee all or a portion of the ABL Credit Facility), other than a Guarantor or the IssuerSubsidiary Guarantor, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Subsidiary Guarantor unless: (1i) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, Indenture and joinder or supplement to the form of which is attached as Exhibit D hereto, Registration Rights Agreement providing for a senior Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Subsidiary Guarantor’s Guarantee; provided that (2A) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or such Subsidiary Guarantor’s Guarantee of the Notes; and (B) if the Notes or such Subsidiary Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes or the Subsidiary Guarantor’s Guarantee are subordinated to such Indebtedness; and (ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseuntil payment in full of Obligations under this Indenture; and (3iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this Section 3.07 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor to become a Subsidiary Guarantor, in which case, such Subsidiary shall not be required to comply with the requirements described above. If the Issuer elects to cause a Subsidiary to become a Subsidiary Guarantor, it may cause the Guarantee of such Subsidiary Guarantor to be released and discharged at any time; provided that such Subsidiary Guarantor would not be required to provide a Guarantee of the Notes at such time pursuant to the first paragraph of this covenant (without giving effect to the 30 day grace period provided therein).

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor Guarantor, a Captive Insurance Subsidiary, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of (i) any First Lien Obligations, including any Indebtedness syndicated Credit Facility permitted by Section 4.09(b) hereof or (ii) capital market debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness (i) executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee of the Notes by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes and (ii) becomes a party to the Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided, that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 60 day period described in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Issuer will not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiary Guarantees Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of the Issuer or any Guarantor), other than a Guarantor or the Issueran Excluded Subsidiary, to guarantee the payment of any First Lien Obligations, including (i) any Indebtedness (of the Issuer or any interest on such Indebtedness) Guarantor under the Senior Credit FacilitiesFacilities incurred under Section 4.09(b)(1) or (ii) Capital Markets Indebtedness of the Issuer or any Guarantor, the NXP Notes and the Existing Secured Notes in each case, having an aggregate principal amount outstanding in excess of $25.0 million unless: (1) such Restricted Subsidiary within 30 days executes and delivers to the Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit D E hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 will not be applicable to any guarantee of any Restricted Subsidiary shall deliver that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to the Trustee an Opinion cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (1) or (2) of Counsel to the effect that: (A) this Section 4.15 and such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityreleased at any time in the Issuer’s sole discretion.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Borrower shall not permit any of its Restricted SubsidiariesSubsidiary that is a Domestic Subsidiary, other than a Guarantor or the Issuera special-purpose Restricted Subsidiary formed in connection with Receivables Facilities, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Borrower or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1) such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, Guarantee substantially in the form of which is attached as set forth in Exhibit D hereto, A providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer Borrower or any Guarantor, Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes Loans or such Guarantor’s GuaranteeGuarantee of the Loans, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Loans substantially to the same extent as such Indebtedness is subordinated to the NotesLoans; (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Borrower or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such Restricted Subsidiary shall deliver to the Trustee Administrative Agent an Opinion of Counsel to the effect that: that (A) such Guarantee has been duly executed and authorized; , and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any of its Restricted SubsidiariesSubsidiary that is not a Subsidiary Guarantor, other than a Guarantor directly or the Issuerindirectly, to guarantee guarantee, assume or in any other manner become liable for the payment of any First Lien Obligations, including Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary, unless (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1a) such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee guarantee of payment of the Notes by such Restricted Subsidiary, except that Subsidiary on a senior subordinated basis and (b) with respect to a any guarantee of Subordinated Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guaranteea Restricted Subsidiary, any such guarantee by is subordinated to such Restricted Subsidiary Subsidiary's guarantee with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially the Notes at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes; , provided, however, that the foregoing provision will not be applicable to any guarantee by any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Any guarantee by a Restricted Subsidiary of the Notes pursuant to the preceding paragraph may provide by its terms that it will be automatically and unconditionally released and discharged upon (2i) any sale, exchange or transfer to any Person not an Affiliate of the Company of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary waives and shall (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the guarantee that resulted in any manner whatsoever claim the creation of such guarantee of the Notes, except a discharge or take the benefit release by or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by under such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityguarantee.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Parent shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries, Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other than capital markets debt securities of the Issuer or a Guarantor or the Issuer’s or a Guarantor’s obligations under the Senior Credit Facility), other than the Issuer, a Guarantor, a Foreign Subsidiary or a Receivables Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtednessother Guarantor (other than Indebtedness payable to the Parent or a Restricted Subsidiary) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1i) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, Indenture providing for a Guarantee by such Restricted Subsidiary the form of which is attached as Exhibit D A hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor; provided that, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeGuarantee of the Notes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Parent, the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this ‎Section 10.11 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Issuer will not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of its the Issuer or any Restricted SubsidiariesSubsidiary), other than a Guarantor or the Issueran Excluded Subsidiary, to guarantee the payment of any First Lien Obligations, including any capital markets debt securities or Indebtedness (or any interest on such Indebtedness) under the Senior Secured Credit FacilitiesFacilities or the 2023 Notes, in each case of the NXP Notes and the Existing Secured Notes Issuer or any Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: Trustee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall only be required to execute and deliver a supplemental indenture to this Indenture providing for a Guarantee by such Subsidiary. If any Guarantor becomes an Immaterial Subsidiary or an Excluded Subsidiary, the Issuer shall have the right, by execution and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary or Excluded Subsidiary to cease to be a Guarantor, subject to the requirement in the first paragraph of this Section 4.15 that such Subsidiary shall be required to become a Guarantor if it ceases to be an Immaterial Subsidiary or Excluded Subsidiary (A) except that if such Guarantee Subsidiary has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted properly designated as an Unrestricted Subsidiary, except insofar as enforcement thereof may it shall not be limited by bankruptcyso required to become a Guarantor or execute a supplemental indenture); provided, insolvency further, that such Immaterial Subsidiary or similar laws (includingExcluded Subsidiary shall not be permitted to guarantee the Senior Secured Credit Facilities, without limitationthe 2023 Notes or capital markets debt securities of the Issuer or the other Guarantors, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityunless it again becomes a Guarantor.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities) of the Company or any Subsidiary Guarantor, other than a Subsidiary Guarantor or the Issuera Foreign Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Company or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Subsidiary Guarantor unless: (1) such Restricted Subsidiary within 30 45 days (i) executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Notes Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer Company or any Subsidiary Guarantor, if such Indebtedness that is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Notes Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Notes Guarantee substantially to the same extent as such Indebtedness is subordinated to the NotesNotes and (ii) executes and delivers joinders to the Security Documents or additional Security Documents and takes all actions required thereunder to grant a perfected Second-Priority Lien to the Collateral Agent on all Collateral of such Restricted Subsidiary (subject to the time periods and thresholds set forth in this Indenture and in the Security Documents); (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseNotes Guarantee; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) that such Guarantee has been duly executed and authorized; and (B) such Notes Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this Section 1015 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or a Guarantor) or the Issuers or a Guarantor’s obligations under any of the Senior Credit Facilities, other than a Guarantor or the Issuera Receivables Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtednessother Guarantor (other than Indebtedness payable to the Issuer or a Restricted Subsidiary) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, Indenture and joinder or supplement to the Registration Rights Agreement providing for a Guarantee by such Restricted Subsidiary the form of which is attached as Exhibit D B hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor; provided that, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeGuarantee of the Notes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 1015 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Issuer, the Co-Issuer or any Guarantor), other than a Guarantor Guarantor, the Co-Issuer, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of any First Lien ObligationsIndebtedness of the Issuer, including any Indebtedness (the Co-Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Co-Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60 day period described in clause (a) of this Section 4.15. Notwithstanding the foregoing, each Wholly Owned Restricted Subsidiary that guarantees any Indebtedness of the Issuer under the Senior Secured Credit Facilities as enforcement thereof may be limited of the Escrow Release Date shall, on the Escrow Release Date, execute and deliver a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitysuch Wholly Owned Restricted Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Holdings shall not permit any Restricted Subsidiary (other than any Receivables Subsidiary) that is a Wholly-Owned Subsidiary (and any non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees Material Capital Markets Indebtedness of its Holdings or any Restricted SubsidiariesSubsidiary), other than the Issuers, a Guarantor or a Foreign Subsidiary, to become a guarantor with respect to any Material Capital Markets Indebtedness or Indebtedness under the Existing Senior Secured Credit Facilities, in each case, of the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness (Co-Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor unless: (1) . such Restricted Subsidiary within 30 60 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Co-Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) Notes or such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwiseGuarantor’s Guarantee; and (3) 2. such Restricted Subsidiary shall within 60 days deliver to the Trustee an Opinion of Counsel Counsel; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. Holdings may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited a Guarantor to become a Guarantor, in which case such Subsidiary shall only be required to execute and deliver a supplemental indenture to this Indenture providing for a Guarantee by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitysuch Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Company or any Guarantor), other than a Guarantor Guarantor, the Co-Issuer, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of any First Lien ObligationsIndebtedness of the Company, including any Indebtedness (the Co-Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1) other Guarantor unless such Restricted Subsidiary within 30 60 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company, the Co-Issuer or any Guarantor: (a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2c) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) provided, however, if the guarantee giving rise to such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes becoming a valid, binding and enforceable obligation Guarantor is secured by assets of such Restricted Subsidiary of the same type as the Collateral then securing the Notes, such Restricted Subsidiary will execute and deliver joinders to the Security Documents (or execute and deliver additional similar Security Documents) to secure its Guarantee with such assets; provided further, however, that this Section 4.16 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Company may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws (including, without limitation, all laws relating in which case such Subsidiary shall not be required to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitycomply with the 60-day period described in this Section 4.16.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any of its Restricted Subsidiaries, Subsidiaries to Guarantee any other Indebtedness of the Company or any other Restricted Subsidiary under clauses (a)(1) or (a)(2) of the definition of “Indebtedness” (other than (i) a Guarantee by a Foreign Restricted Subsidiary of Indebtedness of another Foreign Restricted Subsidiary, (ii) Capitalized Lease Obligations and (iii) Permitted Non Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: unless either (1) such Restricted Subsidiary within 30 days is a Guarantor or (2) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a the Guarantee of the payment of the Notes by such Restricted Subsidiary, except that which Guarantee shall be senior to or pari passu with respect such Restricted Subsidiary’s Guarantee of such other Indebtedness, along with supplements to the Intercreditor Agreement, Collateral Trust Agreement and applicable Security Documents. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Guarantee by a guarantee of Indebtedness Restricted Subsidiary of the Issuer Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged: (1) upon any sale, exchange or transfer (by merger or otherwise) of all of the Company’s Capital Stock in such Guarantor (including any sale, exchange or transfer following which the applicable Guarantor is no longer a Restricted Subsidiary) or all or substantially all the assets of such Guarantor, if such Indebtedness which sale, exchange or transfer is by its express terms subordinated made in right compliance with the applicable provisions of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notesthis Indenture; (2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary waives and shall not Subsidiary, in any manner whatsoever claim each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or take the benefit or advantage ofwhen it first ceases to be a Restricted Subsidiary, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; andrespectively; (3) solely with respect to any Restricted Subsidiary that became a Guarantor pursuant to Section 1015(a), upon the release or discharge by such Guarantor of Indebtedness that gave rise to such Restricted Subsidiary becoming a Guarantor or the Guarantor being released as a Guarantor of such Indebtedness (it being understood that a release subject to a contingent reinstatement is still a release, and if any such Indebtedness of such Guarantor under the ABL Facility is so reinstated, such Guarantee shall deliver to the Trustee an Opinion of Counsel to the effect that:also be reinstated); or (A4) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation if the Issuers exercise their legal defeasance option or their covenant defeasance option as described under Article Thirteen hereof or if its obligations under this Indenture are discharged in accordance with the terms of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitythis Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor Guarantor, a Foreign Subsidiary or the Issuera Receivables Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Company or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary; provided that no such guarantee shall be required unless otherwise permitted by applicable law, except that with respect to a guarantee of Indebtedness of the Issuer Company or any Guarantor, if such Indebtedness Guarantor that is by its express terms subordinated in right of payment to the Senior Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Senior Notes; (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (Aa) such Guarantee has been duly executed and authorized; and (Bb) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles customary exceptions; provided that this Section 4.15 shall not be applicable to any guarantee of equityany Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not cause or permit any of its Restricted SubsidiariesSubsidiary (which is not a Guarantor), other than a Guarantor directly or the Issuerindirectly, to guarantee the payment of guarantee, assume or in any First Lien Obligations, including other manner become liable with respect to any Indebtedness (of the Company or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1) Restricted Subsidiary unless such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by of the Notes on the same terms as the guarantee of such Restricted Subsidiary, Indebtedness except that with respect (A) such guarantee need not be secured unless required pursuant to a guarantee of Indebtedness of the Issuer or any Guarantor, Section 4.12 and (B) if such Indebtedness is by its express terms expressly subordinated in right of payment to the Notes or such Guarantor’s GuaranteeNotes, any such assumption, guarantee by or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee substantially of the Notes at least to the same extent as such Indebtedness is subordinated to the Notes;. The preceding paragraph shall not be applicable to any guarantees of any Restricted Subsidiary (i) permitted to be incurred pursuant to clauses (1), (4), (5) and (7) of Section 4.9 hereof; or (ii) given to a bank or trust company or any commercial banking institution that is a member of the U.S. Federal Reserve System (or any branch, subsidiary or Affiliate thereof), in connection with the operation of cash management programs established for its benefit or that of any Restricted Subsidiary. (2b) such Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary waives of the Notes shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not in any manner whatsoever claim an Affiliate of the Company, of all of the Company’s Capital Stock in, or take all or substantially all the benefit or advantage assets of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar which transaction is in compliance with the terms of this Indenture and such Restricted Subsidiary is released from all guarantees, if any, by it of other Indebtedness of the Company or any Restricted Subsidiary, (ii) the Designation of a Restricted Subsidiary as enforcement thereof may be limited an Unrestricted Subsidiary in compliance with this Indenture and (iii) with respect to any Guarantees created after the Issue Date, the release by bankruptcythe holders of the Indebtedness of the Company described in the preceding clause (a) above of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), insolvency at such time as (A) no other Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or similar laws (including, without limitation, B) the holders of all laws relating to fraudulent transfers) and except insofar as enforcement thereof such other Indebtedness which is subject to general principles guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of equityall obligations under such Indebtedness).

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Subsidiary Guarantor pursuant to clause (ii) below), other than Subsidiary Guarantors, Excluded Restricted Subsidiaries, other than a Guarantor MSR Facility Trusts, Securitization Subsidiaries, Warehouse Facility Trusts, Foreign Subsidiaries, FSHCO Subsidiaries, Captive Insurance Subsidiaries or the IssuerBroker-Dealer Subsidiaries, to guarantee the payment of (i) the Working Capital Notes or (ii) any First Lien Obligations, including any Indebtedness (capital market debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Subsidiary Guarantor in an aggregate principal amount in excess of $100.0 million unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness (i) executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D E hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes and (ii) to the extent such Restricted Subsidiary holds assets that constitute Collateral (A) becomes a party to the applicable Collateral Documents and (B) executes and delivers such security instruments, financing statements and other related documentation as may be necessary to vest in the Collateral Trustee a security interest in such Restricted Subsidiary’s assets that constitute Collateral as security for such Restricted Subsidiary’s Guarantee and as may be necessary to have such assets added to the Collateral with the priority required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such assets to the same extent and with the same force and effect; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor to become a Subsidiary Guarantor, in which case such Subsidiary shall deliver not be required to comply with the 60 day period described in clause (a) of this Section 4.15. No Opinion of Counsel shall be required to be delivered to the Trustee an Opinion in connection with the execution of Counsel a supplemental indenture solely to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityadd Subsidiary Guarantors in connection with this covenant.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor Guarantor, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1) such Restricted Subsidiary within 30 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30-day period described in clause (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Issuer will not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor Guarantor, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives waives, and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee Guarantee; provided that Section 4.15 hereof shall not be applicable to (i) any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or otherwise; and in contemplation of, such Person becoming a Restricted Subsidiary and (3ii) guarantees of any Qualified Securitization Facility by any Securitization Subsidiary. The Issuer may elect, in its sole discretion, to cause any Restricted Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Restricted Subsidiary shall deliver not be required to comply with the Trustee an Opinion of Counsel to the effect that: 30-day period described in clause (A1) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityabove.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor Guarantor, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1a) such Restricted Subsidiary within 30 days after the guarantee of such Indebtedness (i) executes and delivers a supplemental indenture joinder to this IndentureNote Purchase Agreement, the form of which is attached as Exhibit D E hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes and (ii) becomes a party to the Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided, that this Section 9.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitythis Section 9.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any of its Restricted SubsidiariesSubsidiary that is a Domestic Subsidiary, other than a Guarantor or a special-purpose Restricted Subsidiary formed in connection with the IssuerReceivables Facility, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Company or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: other Guarantor unless (1i) such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary, Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer Company or any Guarantor (A) if the Notes or such Guarantor’s Guarantee of the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under the Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeGuarantee of the Notes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; ; (2ii) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and and (3iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: that (A) such Guarantee of the Notes has been duly executed and authorized; and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facilities or any other Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and provided further that any such Senior Indebtedness and any refunding, refinancing or replacement thereof is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited hereunder) or (ii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Subsidiary Guarantor), other than a Guarantor Subsidiary Guarantor, a Foreign Subsidiary (except any Foreign Subsidiary that guarantees any Indebtedness of the Issuer under the ABL Facility) or the Issuera Securitization Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1a) such Restricted Subsidiary Subsidiary, within 30 days after the guarantee of such Indebtedness, executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and provided that this covenant shall not be applicable to (3i) such any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (ii) guarantees of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such any Qualified Securitization Facility by any Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles of equityabove.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Holdings will not permit any of its Restricted SubsidiariesSubsidiary, other than a Guarantor or the IssuerGuarantor, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under the Senior Credit FacilitiesFacilities or any Public Debt issued by Holdings or a Restricted Subsidiary, the NXP Notes and the Existing Secured Notes unless: (1a) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the any Issuer or any Guarantor, Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeGuarantee of the Notes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee substantially to the same extent as such Indebtedness is subordinated to the NotesNotes or such Guarantor’s Guarantee; (2b) such supplemental indenture shall provide that such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor Holdings or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseuntil all amounts then due and payable by the Co-Issuers with respect to the Notes shall have been paid in full; and (3c) such Restricted Subsidiary shall deliver have delivered to the Trustee an Opinion of Counsel Officer’s Certificate stating that all conditions precedent provided for or relating to the effect that: (A) execution of the supplemental indenture providing for a Guarantee have been complied with; provided that this Section 1015 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles above. Each Guarantee shall be released in accordance with the provisions of equitySection 1208 of this Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company No Issuer shall not permit any of its Subsidiary that is a Restricted Subsidiaries, Subsidiary (other than a Guarantor or the Issuer, Guarantor) to guarantee the payment of any First Lien Obligations, including any Indebtedness (for borrowed money of an Issuer or any interest on other Restricted Subsidiary that is a Guarantor unless (x) the aggregate amount of all such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless:Indebtedness guaranteed by Restricted Subsidiaries that are not Guarantors does not exceed $15,000,000 or (y): (1) the aggregate amount of all such Indebtedness guaranteed by Restricted Subsidiaries that are not Guarantors exceeds $15,000,000; (2) within 20 days after the date that such Indebtedness is guaranteed, such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the an Issuer or any such Guarantor: (A) if the Notes or such Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes or such Guarantor’s Guarantee is subordinated to such Indebtedness; and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) Notes or such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwiseGuarantor’s Guarantee; and (3) the Issuers shall within such Restricted Subsidiary shall 20 days deliver to the Trustee an Opinion of Counsel to the effect that: stating that (A) such Guarantee has been duly executed and authorized; and authorized and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this Section 4.14 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; provided, further, that neither any CFC nor any Foreign Holding Company shall in any event be a Guarantor. The Issuers may elect, in their 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 20 day periods described in this Section 4.14.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Issuer will not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiary guarantees Indebtedness under any Senior Credit Facilities or Capital Markets Indebtedness of the Issuer or any Guarantor), other than a Guarantor or the Issueran Excluded Subsidiary, to guarantee the payment of any First Lien Obligations, including (i) any Indebtedness (of the Issuer or any interest on such Indebtedness) Guarantor under the any Senior Credit FacilitiesFacilities incurred under Section 4.09(b)(1) or (ii) Capital Markets Indebtedness of the Issuer or any Guarantor, the NXP Notes and the Existing Secured Notes in each case, having an aggregate principal amount outstanding in excess of $200.0 million unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 will not be applicable to any guarantee of any Restricted Subsidiary shall deliver that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to the Trustee an Opinion cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (1) or (2) of Counsel to the effect that: (A) this Section 4.15 and such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityreleased at any time in the Issuer’s sole discretion.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit If the Issuer or any of its Restricted Subsidiaries, Subsidiaries (x) acquires or creates any wholly-owned Domestic Subsidiary (other than an Unrestricted Subsidiary) (y) acquires or creates a Guarantor or Restricted Subsidiary after the IssuerIssue Date and, to guarantee the payment for purposes of any First Lien Obligationsthis clause (y), including that Subsidiary (a) guarantees any Indebtedness (of the Issuer or any interest Guarantor under any Credit Facility or (b) is a Domestic Subsidiary and becomes an obligor with respect to any Indebtedness under any Credit Facility, then, in the case of either of the foregoing clauses (x) or (y), within ten (10) Business Days after the date that Subsidiary was acquired or created or on which it became obligated with respect to such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: Issuer shall (1) such Restricted cause that Subsidiary within 30 days executes to execute and delivers deliver a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee of the Notes by such Restricted Subsidiary, except that (2) following the Discharge of Senior Priority Lien Obligations, deliver to the Collateral Trustee stock certificates or other instruments representing all the Equity Interests of such Restricted Subsidiary and stock powers and instruments of transfer, endorsed in blank, with respect to a guarantee such stock certificates or other instruments, or, if any Equity Interests pledged pursuant to such Security Instrument are uncertificated securities, confirmation and evidence satisfactory to the Trustee that the security interest in such uncertificated securities has been transferred to and perfected by the Trustee in accordance with the Uniform Commercial Code, (3) deliver to the Collateral Trustee all agreements, deeds of Indebtedness trust, mortgages, documents and instruments, including Uniform Commercial Code Financing Statements (Form UCC-1), required by law or reasonably requested by the Trustee to be executed, filed, registered or recorded to create or perfect the Liens on the Property of such Subsidiary (except to the extent not required under the applicable Security Instrument), (4) deliver to the Trustee Uniform Commercial Code searches, all dated reasonably close to the date of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated Collateral Trust Joinder Agreement and in right of payment form and substance satisfactory to the Notes Trustee, and evidence reasonably satisfactory to the Trustee that any Liens indicated in such Uniform Commercial Code searches are Liens permitted pursuant to Section 4.12 or have been released, (5) deliver to the Trustee the corporate resolutions or similar approval documents of such Guarantor’s Guarantee, any such guarantee Restricted Subsidiary approving the execution and delivery of the Collateral Trust Joinder Agreement and the performance by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such the Security Instruments, the Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as Note Document to which it is a result of any payment by such Person under its Guarantee or otherwise; and party and (36) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel a legal opinion reasonably acceptable to the effect that: (A) such Guarantee has been duly executed Trustee, opining favorably on the execution, delivery and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation enforceability of the Note Documents to which such Restricted SubsidiarySubsidiary is a party, except insofar and the grant and perfection of the security interest or trust lien purported to be made or effected by any such Note Document and otherwise being in form and substance reasonably satisfactory to the Trustee and its counsel. For the avoidance of doubt, the Issuer shall cause any Subsidiary which Guarantees obligations under any Senior Priority Lien Document to contemporaneously become a Guarantor hereunder. The Issuer and each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder. This Indenture shall be fully effective as enforcement thereof may 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 limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitya Guarantor hereunder.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any of its Restricted Subsidiaries, other than a Guarantor or the Issuer, Subsidiary to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Company or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: other Restricted Subsidiary unless (1i) such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee of payment of the Securities by such Restricted Subsidiary, Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeSecurities, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Securities substantially to the same extent as such Indebtedness is subordinated to the Notes; Securities; (2ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and and (3iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: that (A) such Guarantee of the Securities has been duly executed and authorized; and authorized and (B) such Guarantee of the Securities constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this Section 4.11(a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility or any other Credit Facility (other than in respect of Subordinated Indebtedness) and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Indebtedness that is not Subordinated Indebtedness and is not Incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operation of this clause (y) being an "Excluded Guarantee"). (b) Notwithstanding the provisions of Section 4.11(a) and the other provisions of this Indenture, any Guarantee by a Restricted Subsidiary of the Securities shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Issuer shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than the Issuer, the Co-Issuer, a Subsidiary Guarantor or the Issueran Excluded Subsidiary, to guarantee the payment of (i) any First Lien Obligations, including any Indebtedness syndicated Credit Facility incurred under Section 4.09(b)(i) hereof or (ii) capital market debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor in an aggregate principal amount in excess of $200.0 million unless: (1i) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Co-Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3b) such Substantially simultaneous with the consummation of the Acquisition, each of the Issuer’s Restricted Subsidiaries (after giving effect to the Acquisition and including all Restricted Subsidiaries acquired in the Acquisition) that delivers a guarantee of the New Senior Secured Credit Facilities on the date of the consummation of the Acquisition shall execute a supplemental indenture in the form of Exhibit D hereto; (c) Notwithstanding the foregoing in this Section 4.15, this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Subsidiary Guarantor to become a Subsidiary Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 60-day period described in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Holdings will not permit any of its Restricted SubsidiariesSubsidiary, other than a Guarantor or the IssuerGuarantor, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under the Senior Credit FacilitiesFacilities or any Public Debt issued by Holdings or a Restricted Subsidiary, the NXP Notes and the Existing Secured Notes unless: (1a) such Restricted Subsidiary within 30 days simultaneously or reasonably promptly thereafter executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the any Issuer or any Guarantor, Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeGuarantee of the Notes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s Guarantee; and (2b) such supplemental indenture shall provide that such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor Holdings or any other Restricted Subsidiary Subsidi- ary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseuntil all amounts then due and payable by the Co-Issuers with respect to the Notes shall have been paid in full; and (3c) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A1) such Guarantee has been duly executed and authorized; authorized and (B2) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws any Bankruptcy Law (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall will not permit any of its Restricted SubsidiariesSubsidiary, other than a Guarantor directly or the Issuerindirectly, to guarantee guarantee, assume or in any other manner become liable for the payment of any First Lien Obligations, including Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary, unless (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1a) such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee guarantee of payment of the Notes by such Restricted Subsidiary, except that Subsidiary and (b) with respect to a any guarantee of Subordinated Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guaranteea Restricted Subsidiary, any such guarantee by is subordinated to such Restricted Subsidiary Subsidiary's guarantee with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially the Notes at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes; , provided that the foregoing provision will not be applicable to any guarantee by any Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. Any guarantee by a Restricted Subsidiary of the Notes pursuant to the preceding paragraph may provide by its terms that it will be automatically and unconditionally released and discharged upon (2i) any sale, exchange or transfer to any person not an Affiliate of the Company of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary waives and shall (which sale, exchange or transfer is not prohibited by this Indenture), (ii) the release or discharge of the guarantee that resulted in any manner whatsoever claim the creation of such guarantee of the Notes, except a discharge or take the benefit release by or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by under such Person under its Guarantee guarantee or otherwise; and (3iii) the designation of such Restricted Subsidiary shall deliver to as an Unrestricted Subsidiary in accordance with the Trustee an Opinion terms of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitythis Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Issuers shall not permit any of its Restricted Subsidiaries, other than Subsidiary that is not a Subsidiary Guarantor or the Issuera special-purpose Restricted Subsidiary formed in connection with Receivables Facilities, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuers or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Subsidiary Guarantor unless: (1A) such Restricted Subsidiary within 30 days executes and delivers a within 10 Business Days supplemental indenture to this Indenture, indentures in the form of which is attached as Exhibit D hereto, hereto providing for a Guarantee guarantee of payment of the Notes by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s GuaranteeGuarantee of the Notes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated in right of payment to the Notes; (2B) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result in relation to the Holders in respect of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseguarantee until payment in full of the Obligations under this Indenture; and (3C) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A1) such Guarantee of the Notes has been duly executed and authorized; , and (B2) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.; provided that this Section 1015(a) shall not be applicable to any guarantee of any Restricted Subsidiary:

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Issuer shall not permit any Wholly-Owned Domestic Subsidiary that is a Restricted Subsidiary of its Restricted Subsidiariesthe Issuer, other than a Guarantor Guarantor, an Immaterial Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of any First Lien Obligations, including (i) any Indebtedness permitted under Section 4.09(b)(4)(ii) or (ii) capital markets debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor unless: (1) such Restricted Subsidiary within 30 60 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s a related Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s related Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee until payment in full of Obligations under this Indenture; provided, that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or otherwise; andin contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60 day periods set forth in subclauses (1) and (2) of this Section 4.15(a). (3b) If any Guarantor becomes an Immaterial Subsidiary, the Issuer shall have the right, by delivery of a supplemental indenture executed by the Issuer to the Trustee, to cause such Restricted Immaterial Subsidiary to automatically and unconditionally cease to be a Guarantor, subject to the requirement described in Section 4.15(a) hereof that such Subsidiary shall deliver be required to the Trustee become a Guarantor if it ceases to be an Opinion of Counsel to the effect that: Immaterial Subsidiary (A) except that if such Guarantee Subsidiary has been duly executed and authorizedproperly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); and (B) provided, further, that such Immaterial Subsidiary shall not be permitted to Guarantee constitutes the New Senior Credit Facilities or other Indebtedness of the Issuer or the other Guarantors, unless it again becomes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityGuarantor.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Issuer will not permit any of its Restricted Subsidiaries, other than Subsidiary that is not a Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Credit Facility or capital markets Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a within ten Business Days supplemental indenture indentures to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee guarantee of payment of the Notes by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeGuarantee of the Notes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated in right of payment to the Notes; (2) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result in relation to the Holders in respect of any payment by such Person Restricted Subsidiary under its Guarantee guarantee until payment in full of the Obligations under this Indenture; (3) such Restricted Subsidiary shall take such action as may be reasonably necessary to cause its property and assets that are of the type which would constitute Collateral under the Security Documents to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture or otherwiseany of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by this Indenture and Security Documents; and (34) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee of the Notes has been duly executed and authorized; and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this Section 3.7 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Prior to the ment in full of the Senior Secured Credit Facilities, the Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor Guarantor, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1a) such Restricted Subsidiary within 30 days after the guarantee of such Indebtedness, executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except and joinders to the Security Documents or new Security Documents, together with any other filings and agreements required by such Security Documents to create or perfect the security interests for the benefit of the Holders of Notes in the Collateral of such Restricted Subsidiary, except, in each case, that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and provided that this covenant shall not be applicable to (3i) such any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (ii) guarantees of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such any Qualified Securitization Facility by any Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (a) above. After the Senior Secured Credit Facilities are paid in full, the Issuer shall cause the Notes to be guaranteed in the future by bankruptcyany Wholly-Owned Subsidiary (other than Excluded Subsidiaries), insolvency or similar laws who shall execute and deliver documentation described above in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitywithin the time periods set forth in this Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Parent shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of Parent, the Issuer or any Subsidiary Guarantor), other than a Guarantor or the Issuer, a Subsidiary Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of (i) any First Lien ObligationsCredit Facility permitted under clause (i) of Section 4.09(b) hereof or (ii) capital markets debt securities of Parent, including any Indebtedness (the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Subsidiary Guarantor unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D D-2 hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of Parent, the Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor Parent or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. Parent may elect, except insofar in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60 day period described in clause (a) of this Section 4.15. Notwithstanding the foregoing, each Wholly Owned Restricted Subsidiary that guarantees any Indebtedness of the Issuer under the Senior Secured Credit Facilities as enforcement thereof may be limited of the Escrow Release shall, on the Escrow Release Date, execute and deliver a supplemental indenture to this Indenture, the form of which is attached as Exhibit D-1 hereto, providing for a Guarantee by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitysuch Wholly Owned Restricted Subsidiary.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall will not permit any of its Restricted Subsidiaries, other than Subsidiary that is not a Subsidiary Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness of the Company unless: (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1a) such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Subsidiary Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; on a senior unsecured basis; (2b) such Restricted Subsidiary subsidiary waives and shall agrees not in any manner whatsoever to claim or take the benefit or advantage of, in any manner whatsoever, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Subsidiary Guarantee or otherwiseuntil such time as the obligations guaranteed thereby are paid in full; and and (3c) such Restricted Subsidiary shall will deliver to the Trustee an Opinion of Counsel to the effect that: (A) that such Subsidiary Guarantee has been duly executed and authorized; and (B) such Guarantee authorized and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) will not be applicable to any guarantee of any Restricted Subsidiary that (x) existed at the time such Person became a Restricted Subsidiary of the Company and (y) was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee Incurred by a Restricted Subsidiary pursuant to this Section 10.12 will provide by its terms that it will be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 13.3 hereof.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall not permit any of its Restricted Subsidiaries, other than a Guarantor or the Issuer, Subsidiary to guarantee the payment of any First Lien Obligations, including Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary unless (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1i) such Restricted Subsidiary within 30 days simultaneously executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary, Subsidiary except that (A) if the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to a guarantee of such Indebtedness of substantially to the Issuer or any Guarantor, same extent as the Notes are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeNotes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; ; (2ii) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and and (3iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion opinion of Counsel counsel to the effect that: that (A) such Guarantee of the Notes has been duly executed and authorized; and authorized and (B) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary of the Company and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company or (y) that guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility or any other bank facility which is designated as Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act (any guarantee excluded by operations of this clause (y) being an "Excluded Guarantee"). (b) Notwithstanding the foregoing and the other provisions herein, any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit cause each existing and subsequently acquired or organized direct or indirect Wholly Owned Subsidiary that is a Restricted Subsidiary that incurs or guarantees any Indebtedness under the ABL Facility or any other Indebtedness for borrowed money in a principal amount in excess of its Restricted Subsidiaries, other than a Guarantor or the Issuer, $5.0 million to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unlesssuch Restricted Subsidiary shall: (1) such Restricted Subsidiary within 30 days executes (i) execute and delivers deliver a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer Company or any Guarantor, if such Indebtedness that is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated in right of payment to the NotesNotes and (ii) execute and deliver joinders to the Security Documents or additional Security Documents and take all actions required thereunder to grant a perfected first priority Lien to the Collateral Trustee on all Notes Collateral and a second priority Lien on all Priority ABL Collateral of such Restricted Subsidiary; (2) such Restricted Subsidiary waives waive and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) that such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non- Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Issuer, the Co-Issuer or any Guarantor), other than the Co-Issuer, a Guarantor Guarantor, a Foreign Subsidiary or the Issuera Securitization Subsidiary, to guarantee the payment of (i) any First Lien Obligationssyndicated Credit Facility permitted under Section 4.09(b)(i) or (ii) capital market debt securities of the Issuer, including any Indebtedness (the Co-Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D E hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer, the Co-Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 60 day period described in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitythis Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Parent Guarantor shall not permit any of its Wholly Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor pursuant to clause ‎(ii) below), other than a Guarantor or the Issuer, a Subsidiary Guarantor, a Captive Insurance Subsidiary, a Foreign Subsidiary, a FSHCO Subsidiary or a Securitization Subsidiary, to guarantee the payment of (i) any First Lien Obligations, including any Indebtedness syndicated Credit Facility incurred under ‎Section 4.09(b)(i) hereof or (ii) capital market debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Guarantor in an aggregate principal amount in excess of $150.0 million unless: (1a) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any the Parent Guarantor or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this ‎Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Parent Guarantor may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Subsidiary Guarantor to become a Subsidiary Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 60-day period described in clause (including, without limitation, all laws relating to fraudulent transfersa) and except insofar as enforcement thereof is subject to general principles of equitythis ‎Section 4.15.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall will not permit any of its Subsidiaries that are Restricted Subsidiaries, other than the Co-Issuer or a Guarantor or the Issuera Foreign Subsidiary, (i) to guarantee or otherwise become obligated with respect to the payment of any First Lien Obligations, including any Indebtedness (of the Company or the Co-Issuer or any interest on such Indebtedness) Guarantor under the Senior Credit FacilitiesFacility incurred pursuant to Section 4.09(b)(1) or (ii) to guarantee any Capital Markets Indebtedness of the Company or the Co-Issuer or any Guarantor, or to otherwise become obligated with respect to any Capital Markets Indebtedness of the NXP Notes and Company or the Existing Secured Notes Co-Issuer or any Guarantor, in each case, having an aggregate principal amount outstanding in excess of $12.5 million or, in the aggregate, in excess of $25.0 million, unless: (1) such Restricted Subsidiary within 30 days executes and delivers to the Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company, the Co-Issuer or any Guarantor, Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Company or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided that this Section 4.15 will not be applicable to any guarantee of any Restricted Subsidiary shall deliver that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Company may elect, in its sole discretion, to the Trustee an Opinion cause any Subsidiary or Parent Company that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary or Parent Company will not be required to comply with clause (1) or (2) of Counsel to the effect that: (A) this Section 4.15 and such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityreleased at any time in the Company’s sole discretion.