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

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any Restricted Subsidiary (other than a Loan Party) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of any Loan Party after the Delayed Amendment Effective Date in an amount in excess of $50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (5) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any Restricted Subsidiary (other than a Loan Party) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of any Loan Party after the Delayed First Amendment Effective Date in an amount in excess of $50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers 63 to the Administrative Agent the documentation required by Section 10.21(c10.21(c)(Additional Parties) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of Section 11.09 (Release of Guarantors) of this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any Restricted Subsidiary (other than a Loan Party) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of any Loan Party after the Delayed Amendment Effective Date in an amount in excess of $50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (5) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Company, UPC NL Holdco and any Permitted an Affiliate Parent will Covenant Party shall not permit any Restricted Subsidiary (other than a Loan Party) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Loan other Covenant Party after the Delayed Amendment Effective Date in an amount in excess of $50.0 €50 million unless such Restricted Subsidiary is or becomes an Additional a Proceeds Loan Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that,: (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor guarantee the payment of the Proceeds Loans if such Indebtedness is Indebtedness of the Company, a Permitted UPC NL Holdco or an Affiliate Parent or a Borrower or Public Debt of a GuarantorCovenant Party; (2) if the Indebtedness is pari passu in right of payment to the ObligationsProceeds Loans, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guarantyguarantees of the Proceeds Loans; (3) if the Indebtedness is subordinated in right of payment to the ObligationsProceeds Loans, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty the guarantees of the Proceeds Loans substantially to the same extent as such Indebtedness is subordinated in right of payment to the ObligationsProceeds Loans; (4) an Additional Guarantora Restricted Subsidiary’s Guaranty guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted UPC NL Holdco, an Affiliate Parent Covenant Party and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the FacilitiesProceeds Loans); and (5) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantora guarantor, such Restricted Subsidiary need not become an Additional Guarantor a guarantor (but, in such a case, each of the Company, any Permitted UPC NL Holdco, an Affiliate Parent Covenant Party and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted UPC NL Holdco, an Affiliate Parent Covenant Party or any a Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 covenant immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor guarantee of the Proceeds Loans created pursuant to this the provisions described in Section 4.15 4.15(a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the occurrence of any events described in accordance with clauses (1) through (10) under Section 1.03 (Release of the provisions Proceeds Loan Guarantees) of this AgreementSchedule 20 (Releases).

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Company, UPC NL Holdco and any Permitted an Affiliate Parent will Covenant Party shall not permit any Restricted Subsidiary (other than a Loan Party) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Loan Party after the Delayed Amendment Effective Date other Guarantor in an amount in excess of $50.0 €50 million unless such Restricted Subsidiary is or becomes an Additional a Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that,: (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor guarantee the payment of the Facilities if such Indebtedness is Indebtedness of the Company, a Permitted UPC NL Holdco, or an Affiliate Parent or a Borrower or Public Debt of a GuarantorCovenant Party; (2) if the Indebtedness is pari passu in right of payment to the ObligationsFacilities, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guarantyguarantees of the Facilities; (3) if the Indebtedness is subordinated in right of payment to the ObligationsFacilities, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty the guarantees of the Facilities substantially to the same extent as such Indebtedness is subordinated in right of payment to the ObligationsFacilities; (4) an Additional Guarantora Restricted Subsidiary’s Guaranty guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted UPC NL Holdco, an Affiliate Parent Covenant Party and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (5) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantora guarantor, such Restricted Subsidiary need not become an Additional Guarantor a guarantor (but, in such a case, each of the Company, any Permitted UPC NL Holdco, an Affiliate Parent Covenant Party and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted UPC NL Holdco, an Affiliate Parent Covenant Party or any a Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 covenant immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor guarantee of the Facilities created pursuant to this the provisions described in Section 4.15 4.15(a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the occurrence of any events described in accordance with clauses (1) through (12) under Section 1.01 (Release of the provisions Guarantees) of this AgreementSchedule 23 (Post Fold-In Events of Default).

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any No Restricted Subsidiary (other than the Issuer, the Affiliate Issuer or a Loan PartyGuarantor) to, directly or indirectly, shall guarantee or otherwise become obligated under any Indebtedness under the Senior Credit Facility or any Existing Senior Secured Notes or guarantee any other Indebtedness of the Issuer or any Loan Party after the Delayed Amendment Effective Date Guarantor in an amount in excess of $£50.0 million million, unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent Trustee a supplemental indenture in the documentation required by Section 10.21(c) form set forth in Exhibit E hereto pursuant to which such Restricted Subsidiary will provide a Guaranty an Additional Subsidiary Guarantee (which Guaranty Additional Subsidiary Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that,: (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted the Issuer, the Affiliate Parent or a Borrower Issuer or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Subsidiary Guarantor’s Guaranty Additional Subsidiary Guarantee may be limited in amount to the extent required by fraudulent conveyanceconveyance or transfer, thin capitalization, corporate benefitvoidable preference, financial assistance assistance, corporate purpose, capital maintenance or other similar laws Laws (but, in such a case (aA) each of the Company, any Permitted the Affiliate Parent Issuer and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (bB) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the FacilitiesNotes); and (53) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Subsidiary Guarantor, such Restricted Subsidiary need not become an Additional Subsidiary Guarantor (but, in such a case, each of the Company, any Permitted the Affiliate Parent Issuer and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Issuer, the Company, any Permitted the Affiliate Parent Issuer or any a Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor Subsidiary Guarantee of the Notes created pursuant to this the provisions described in Section 4.15 4.15(a) shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions provision described in Section 10.05. (e) Notwithstanding any of the foregoing, in all circumstances a Note Guarantee shall only be released pursuant to Section 4.15(d) if (1) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this AgreementIndenture relating to such transaction have been complied with and (2) such Guarantor is released from its guarantees of the Senior Credit Facility, the Existing Senior Secured Notes and the Existing Senior Notes.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any No Restricted Subsidiary (other than the Company, the Permitted Affiliate Parent or a Loan PartyGuarantor) to, directly or indirectlyshall, guarantee or otherwise become obligated under any Indebtedness under the Senior Credit Facilities Agreement, the Existing Senior Secured Notes, the Existing Senior Secured Indentures, the Existing Senior Notes or the Existing Senior Indentures or guarantee any other Indebtedness of any Loan Party the Company or a Guarantor after the Delayed 2017 Amendment Effective Date in an amount in excess of $€50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Facility Agent the documentation required by Section 10.21(c) an Obligor Accession Agreement pursuant to which such Restricted Subsidiary will provide a Guaranty Facilities Guarantee (which Guaranty Facilities Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty Facilities Guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (aA) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (bB) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty guarantee of the Facilities by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of Clause 28.6 (Resignation of a Guarantor) of this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will shall not permit any Restricted Subsidiary (other than a Loan Party) toSubsidiary, directly or indirectly, guarantee to Guarantee, assume or otherwise in any other manner become obligated under liable with respect to any Indebtedness of any Loan Party after the Delayed Amendment Effective Date in an amount in excess Company or Holdings, other than Indebtedness under Credit Facilities incurred under clause (iii) of $50.0 million paragraph (b) of Section 5.1 unless (i) such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, simultaneously executes and delivers an amendment to this Agreement providing for a Guarantee of the Note and the Unsecured 2001 Loan and guarantees the High Yield/Public Debt on terms substantially similar to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee Guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor except that if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to by its Guaranty; (3) if the Indebtedness is express terms subordinated in right of payment to the ObligationsNote, the Unsecured 2001 Loan and the High Yield/Public Debt, any such guarantee assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty such Restricted Subsidiary's assumption, Guarantee or other liability with respect to the Note, the Unsecured 2001 Loan and the High Yield/Public Debt substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; Note, the Unsecured 2001 Loan and the High Yield Public Debt and (4ii) an Additional Guarantor’s Guaranty may be limited such Restricted Subsidiary waives, and shall not in amount to any manner whatsoever claim or take the extent required by fraudulent conveyancebenefit or advantage of, thin capitalizationany rights of reimbursement, corporate benefit, financial assistance indemnity or subrogation or any other similar laws (but, in such a case (a) each of rights against the Company, Holdings or any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant other Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee as a result of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (5) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Guarantor, payment by such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible)under its Guarantee. (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty Guarantee by an Additional Guarantor created pursuant to this Section 4.15 shall a Restricted Subsidiary required by the foregoing sentence may provide by its terms that it shall will be automatically and unconditionally released and discharged in accordance with upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the provisions Company or Holdings, of all of the Company's, Holdings' and each Restricted Subsidiary's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Agreement) or (ii) the release or discharge of the guarantee which resulted in the creation of the Guarantee in question, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any of its Restricted Subsidiary (Subsidiaries other than a Loan Party) tothe Issuer, directly or indirectly, guarantee to guarantee, assume or otherwise in any other manner become obligated under liable with respect to any Indebtedness of any Loan Party after Parent or the Delayed Amendment Effective Date in an amount in excess Issuer, other than Indebtedness under Credit Facilities incurred under clauses (i) and (ii) of $50.0 million Section 1011, unless (i) such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of the Notes on terms substantially similar to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor except that if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to by its Guaranty; (3) if the Indebtedness is express terms subordinated in right of payment to the ObligationsNotes, any such guarantee assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty such Restricted Subsidiary's assumption, Guarantee or other liability with respect to the Notes substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit Notes and (bii) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (5) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need waives, and will not become an Additional Guarantor (but, in such a case, each of any manner whatsoever claim or take the Companybenefit or advantage of, any Permitted Affiliate Parent and rights of reimbursement, indemnity or subrogation or any other rights against the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Obligors or any other Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting as a result of any payment by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) its Guarantee. Notwithstanding the foregoing, any Guaranty Guarantee by an Additional Guarantor created pursuant to this Section 4.15 shall a Restricted Subsidiary may provide by its terms that it shall will be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of Parent, of all of Parent's and each Restricted Subsidiary's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture), (ii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with this Indenture, or (iii) the provisions release or discharge of this Agreementthe 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 Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Company, UPC NL Holdco and any Permitted an Affiliate Parent will Covenant Party shall not permit any Restricted Subsidiary (other than a Loan Party) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Loan other Covenant Party after the Delayed Amendment Effective Date in an amount in excess of $50.0 €50 million unless such Restricted Subsidiary is or becomes an Additional a Proceeds Loan Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that,: (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor guarantee the payment of the Proceeds Loans if such Indebtedness is Indebtedness of the Company, a Permitted UPC NL Holdco or an Affiliate Parent or a Borrower or Public Debt of a GuarantorCovenant Party; (2) if the Indebtedness is pari passu in right of payment to the ObligationsProceeds Loans, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guarantyguarantees of the Proceeds Loans; (3) if the Indebtedness is subordinated in right of payment to the ObligationsProceeds Loans, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty the guarantees of the Proceeds Loans substantially to the same extent as such Indebtedness is subordinated in right of payment to the ObligationsProceeds Loans; (4) an Additional Guarantora Restricted Subsidiary’s Guaranty guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted UPC NL Holdco, an Affiliate Parent Covenant Party and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the FacilitiesProceeds Loans); andand 59836545_7 (5) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantora guarantor, such Restricted Subsidiary need not become an Additional Guarantor a guarantor (but, in such a case, each of the Company, any Permitted UPC NL Holdco, an Affiliate Parent Covenant Party and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted UPC NL Holdco, an Affiliate Parent Covenant Party or any a Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 covenant immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor guarantee of the Proceeds Loans created pursuant to this the provisions described in Section 4.15 4.15(a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the occurrence of any events described in accordance with clauses (1) through (10) under Section 1.03 (Release of the provisions Proceeds Loan Guarantees) of this AgreementSchedule 20 (Releases).

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any Restricted Subsidiary (other than a Loan Party) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of any Loan Party after the Delayed 2021 Amendment Effective Date in an amount in excess of $50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (5) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted 230 95007600_2 Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any No Restricted Subsidiary (other than the Issuer or a Loan PartyGuarantor) to, directly or indirectly, shall guarantee or otherwise become obligated under any Indebtedness under the Senior Credit Facility, any Existing Senior Secured Notes or any the Existing Senior Notes or guarantee any other Indebtedness of the Issuer or any Loan Party after the Delayed Amendment Effective Date Guarantor in an amount in excess of $£50.0 million million, unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent Trustee a supplemental Indenture in the documentation required by Section 10.21(c) form set forth in Exhibit E hereto pursuant to which such Restricted Subsidiary will provide a Guaranty an Additional Subsidiary Guarantee (which Guaranty Additional Subsidiary Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that,: (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower the Issuer or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty Additional Subsidiary Guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (aA) each of the Company, any Permitted Affiliate Parent Company and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (bB) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the FacilitiesNotes); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent Company and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted SubsidiaryIssuer; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor guarantee of the Notes created pursuant to this the provisions described in Section 4.15 4.15(a) shall provide by its terms that it shall be automatically and unconditionally released and discharged discharged: (i) upon the sale of all or substantially all of the Capital Stock of the relevant Subsidiary Guarantor pursuant to an Enforcement Sale as provided for in accordance the Group Intercreditor Deed or as otherwise provided for under the Group Intercreditor Deed; (ii) upon the sale or other disposition (including through merger or consolidation but other than pursuant to an Enforcement Sale) in compliance with this Indenture of the provisions Capital Stock of the relevant Subsidiary Guarantor (whether directly or through the disposition of a parent thereof), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary (other than a sale or other disposition to the Company or any of the Restricted Subsidiaries); (iii) in the case of a Guarantor that is prohibited or restricted by applicable Law from guaranteeing the Notes; (iv) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes and this AgreementIndenture as provided in Articles 8 or 13, respectively; (v) upon the release of the guarantee that gave rise to the requirement to issue such Additional Subsidiary Guarantee so long as no Event of Default would arise as a result and no other Indebtedness that would give rise to an obligation to give an Additional Subsidiary Guarantee is at that time guaranteed by the relevant Subsidiary Guarantor; (vi) upon the release or discharge of such Subsidiary Guarantor from its Guarantee of Indebtedness of the Company and the Subsidiary Guarantors under the Senior Credit Facility or any Pari Passu Lien Obligation (including by reason of the termination of the Senior Credit Facility or any Pari Passu Lien Obligation) and/or the Guarantee that resulted in the obligation of such Subsidiary Guarantor to guarantee the Notes, if such Subsidiary Guarantor would not then otherwise be required to guarantee the Notes pursuant to this Indenture (and treating any Guarantees of such Subsidiary Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Guarantee; (vii) if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary in compliance with Section 4.07; and (viii) upon the full and final payment and performance of all Obligations of the Issuer and the Guarantors under this Indenture and the Notes. (d) Notwithstanding any of the foregoing, in all circumstances a Note Guarantee shall only be released pursuant to Section 4.15(c) if (a) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with and (b) such Guarantor is released from its guarantees of the Senior Credit Facility, the Existing Senior Secured Notes and the Existing Senior Notes.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any No Restricted Subsidiary (other than the Company, the Permitted Affiliate Parent or a Loan PartyGuarantor) to, directly or indirectlyshall, guarantee or otherwise become obligated under any Indebtedness under the Super Senior Credit Facilities Agreement, the Existing Senior Secured Notes, the Existing Senior Secured Indentures, the Existing Senior Notes or the Existing Senior Indentures or guarantee any other Indebtedness of any Loan Party the Company or a Guarantor after the Delayed 2017 Amendment Effective Date in an amount in excess of $€50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Facility Agent the documentation required by Section 10.21(c) an Obligor Accession Agreement pursuant to which such Restricted Subsidiary will provide a Guaranty Facilities Guarantee (which Guaranty Facilities Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty Facilities Guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (aA) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (bB) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of 63140965_9 Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty guarantee of the Facilities by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of Clause 28.6 (Resignation of a Guarantor) of this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any Restricted Subsidiary (other than a Loan Party) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of any Loan Party after the Delayed Amendment Effective Signing Date in an amount in excess of $50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c10.21(c)(Additional Parties) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent Company and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent Company or any a Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of Section 11.09 (Release of Guarantors) of this Agreement. Section 4.16 [Reserved]

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Company, UPC NL Holdco and any Permitted an Affiliate Parent will Covenant Party shall not permit any Restricted Subsidiary (other than a Loan Party) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Loan Party after the Delayed Amendment Effective Date other Guarantor in an amount in excess of $50.0 €50 million unless such Restricted Subsidiary is or becomes an Additional a Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that,: (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor guarantee the payment of the Facilities if such Indebtedness is Indebtedness of the Company, a Permitted UPC NL Holdco, or an Affiliate Parent or a Borrower or Public Debt of a GuarantorCovenant Party; (2) if the Indebtedness is pari passu in right of payment to the ObligationsFacilities, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guarantyguarantees of the Facilities; (3) if the Indebtedness is subordinated in right of payment to the ObligationsFacilities, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty the guarantees of the Facilities substantially to the same extent as such Indebtedness is subordinated in right of payment to the ObligationsFacilities; (4) an Additional Guarantora Restricted Subsidiary’s Guaranty guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted UPC NL Holdco, an Affiliate Parent Covenant Party and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (5) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantora guarantor, such Restricted Subsidiary need not become an Additional Guarantor a guarantor (but, in such a case, each of the Company, any Permitted UPC NL Holdco, an Affiliate Parent 59836545_7 Covenant Party and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted UPC NL Holdco, an Affiliate Parent Covenant Party or any a Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 covenant immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor guarantee of the Facilities created pursuant to this the provisions described in Section 4.15 4.15(a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the occurrence of any events described in accordance with clauses (1) through (12) under Section 1.01 (Release of the provisions Guarantees) of this AgreementSchedule 23 (Post Fold-In Events of Default).

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any No Restricted Subsidiary (other than the Issuer or a Loan PartyGuarantor) to, directly or indirectly, shall guarantee or otherwise become obligated under any Indebtedness under the Existing Senior Notes or guarantee any other Indebtedness of the Issuer or any Loan Party after the Delayed Amendment Effective Date Guarantor in an amount in excess of $£50.0 million million, unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent Trustee a supplemental indenture in the documentation required by Section 10.21(c) form set forth in Exhibit E hereto pursuant to which such Restricted Subsidiary will provide a Guaranty an Additional Subsidiary Guarantee (which Guaranty Additional Subsidiary Guarantee shall be subordinated to Senior Indebtedness of such Additional Guarantor and senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that,: (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower Issuer or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty Additional Subsidiary Guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (aA) each of the Company, any Permitted Affiliate Parent Issuer and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (bB) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the FacilitiesNotes); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent Issuer and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted SubsidiaryIssuer; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor guarantee of the Notes created pursuant to this the provisions described in Section 4.15 4.15(a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the occurrence of any events as set forth in accordance clauses (1) through (9) of Section 10.05. (d) Notwithstanding any of the foregoing, in all circumstances a Note Guarantee shall only be released pursuant to Section 4.15(c) if (1) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with and (2) such Guarantor is released from its guarantees of the provisions of this AgreementExisting Senior Notes.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will shall not permit any Restricted Subsidiary (other than a Loan Party) toSubsidiary, directly or indirectly, guarantee to Guarantee, assume or otherwise in any other manner become obligated under liable with respect to any Indebtedness of any Loan Party after the Delayed Amendment Effective Date in an amount in excess Company or Holdings, other than Indebtedness under Credit Facilities incurred under clause (iii) of $50.0 million paragraph (b) of Section 5.1 unless (i) such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, simultaneously executes and delivers an amendment to this Agreement providing for a Guarantee of the Note and the Secured 2001 Loan and guarantees the High Yield/Public Debt on terms substantially similar to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee Guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor except that if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to by its Guaranty; (3) if the Indebtedness is express terms subordinated in right of payment to the ObligationsNote, the Secured 2001 Loan and the High Yield/Public Debt, any such guarantee assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty such Restricted Subsidiary's assumption, Guarantee or other liability with respect to the Note, the Secured 2001 Loan and the High Yield/Public Debt substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; Note, the Secured 2001 Loan and the High Yield Public Debt and (4ii) an Additional Guarantor’s Guaranty may be limited such Restricted Subsidiary waives, and shall not in amount to any manner whatsoever claim or take the extent required by fraudulent conveyancebenefit or advantage of, thin capitalizationany rights of reimbursement, corporate benefit, financial assistance indemnity or subrogation or any other similar laws (but, in such a case (a) each of rights against the Company, Holdings or any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant other Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee as a result of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (5) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Guarantor, payment by such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible)under its Guarantee. (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty Guarantee by an Additional Guarantor created pursuant to this Section 4.15 shall a Restricted Subsidiary required by the foregoing sentence may provide by its terms that it shall will be automatically and unconditionally released and discharged in accordance with upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the provisions Company or Holdings, of all of the Company's, Holdings' and each Restricted Subsidiary's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Agreement) or (ii) the release or discharge of the guarantee which resulted in the creation of the Guarantee in question, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will shall not permit any Restricted Subsidiary (other than a Loan Party) toSubsidiary, directly or indirectly, guarantee to Guarantee, assume or otherwise in any other manner become obligated under liable with respect to any Indebtedness of any Loan Party after the Delayed Amendment Effective Date in an amount in excess of $50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt other than Indebtedness under Credit Facilities incurred under clause (iii) of a Guarantor; paragraph (2b) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of Section 6.1 unless (i) such Restricted Subsidiary with respect simultaneously executes and delivers an amendment to this Agreement providing for a Guarantee of the Notes and guarantees the High Yield/Public Debt on terms substantially similar to the Guarantee of such Indebtedness, except that if such Indebtedness shall rank pari passu in right of payment to is by its Guaranty; (3) if the Indebtedness is express terms subordinated in right of payment to the ObligationsNotes and the High Yield/Public Debt, any such guarantee assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty such Restricted Subsidiary's assumption, Guarantee or other liability with respect to the Notes and the High Yield/Public Debt substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit Notes and (bii) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (5) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibitionwaives, and shall give not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such guarantee at such time (and to the extent) that it thereafter becomes permissible)Restricted Subsidiary under its Guarantee. (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty Guarantee by an Additional Guarantor created pursuant to this Section 4.15 shall a Restricted Subsidiary required by the foregoing sentence may provide by its terms that it shall will be automatically and unconditionally released and discharged in accordance with upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the provisions Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Agreement) or (ii) the release or discharge of the guarantee which resulted in the creation of the Guarantee in question, except a discharge or release by or as a result of payment under such Guarantee.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any Restricted Subsidiary (other than a Loan Party) to, directly to Guarantee the payment of any Indebtedness of the Company or indirectly, guarantee or otherwise become obligated under any Indebtedness of any Loan Party after the Delayed Amendment Effective Date in an amount in excess of $50.0 million other Restricted Subsidiary unless (i) such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, simultaneously executes and delivers a supplemental indenture to the Administrative Agent Indenture providing for a Guarantee of payment of the documentation required Securities by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide (a Guaranty (which Guaranty shall be senior "Subsidiary Guarantee") except that with respect to or pari passu with such Restricted Subsidiary’s a guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor Indebtedness of the Company if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to by its Guaranty; (3) if the Indebtedness is express terms subordinated in right of payment to the ObligationsSecurities, any such guarantee Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty such Restricted Subsidiary's Subsidiary Guarantee with respect to the Securities substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; Securities; (4ii) an Additional Guarantor’s Guaranty may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (5) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need waives and will not become an Additional Guarantor (but, in such a case, each of any manner whatsoever claim or take the Companybenefit or advantage of, any Permitted Affiliate Parent and rights of reimbursement, indemnity or subrogation or any other rights against the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Company or any other Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a Permitted Lien under circumstances which do not otherwise constitute the guarantee valid, binding and enforceable obligation of Indebtedness of the Company, any Permitted Affiliate Parent or any 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 limited by general principles of equity; or provided that this paragraph (2a) the guarantee by shall not become applicable to any Guarantee of any Restricted Subsidiary of Indebtedness (x) that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (cA) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person Person became a Restricted Subsidiary if such guarantee of the Company and (B) was not incurred in connection with, or in contemplation of, such person Person becoming a Restricted SubsidiarySubsidiary of the Company or (y) that Guarantees the payment of obligations of the Company or any Restricted Subsidiary under the Revolving Credit Facility or the Senior Secured Notes or Indebtedness with similar terms (other than interest rates and maturity), provisions and covenants as the Senior Secured Notes and such Indebtedness is secured by a Lien Incurred exclusively under clause (18) of the definition of Permitted Liens and the principal amount of such Indebtedness in the aggregate does not exceed 15% of Total Assets and any refunding, refinancing or replacement thereof, in whole or in part; provided, further that such Indebtedness Incurred under this clause (y) and any refunding, refinancing or replacement thereof (1) does not constitute Subordinated Indebtedness and (2) 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"). (db) Notwithstanding the foregoingforegoing and the other provisions of this Indenture, any Guaranty Subsidiary Guarantee by an Additional Guarantor created pursuant to this Section 4.15 a Restricted Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (1) 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, whether by way of merger, consolidation or otherwise, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture), (2) the release or discharge of the guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such guarantee or (iii) such Restricted Subsidiary is designated an Unrestricted Subsidiary of the Company in accordance with the provisions terms of this AgreementIndenture by the Company's Board of Directors.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent Borrower will not permit any Restricted Subsidiary (other than a Loan Party) to, directly to Guarantee the payment of any Indebtedness of the Borrower or indirectly, guarantee or otherwise become obligated under any Indebtedness of any Loan Party after the Delayed Amendment Effective Date in an amount in excess of $50.0 million unless other Restricted Subsidiary unless: (i) such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, simultaneously executes and delivers to the Administrative Agent the documentation required a Joinder Agreement providing for a Subsidiary Guarantee by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide except that with respect to a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor Indebtedness of the Borrower if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to by its Guaranty; (3) if the Indebtedness is express terms subordinated in right of payment to the Obligations, any such guarantee Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty such Restricted Subsidiary’s Subsidiary Guarantee with respect to the Obligations substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4ii) an Additional Guarantor’s Guaranty may be limited such Restricted Subsidiary waives and will not in amount to any manner whatsoever claim or take the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance benefit or other similar laws (but, in such a case (a) each of the Companyadvantage of, any Permitted Affiliate Parent and rights of reimbursement, indemnity or subrogation or any other rights against the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Borrower or any other Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee as a result of any other Indebtedness giving rise to the obligation to guarantee the Facilities)payment by such Restricted Subsidiary under its Subsidiary Guarantee; and (5iii) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (butshall, in such a case, each upon the request of the CompanyAdministrative Agent, any Permitted Affiliate Parent deliver to the Administrative Agent an Opinion of Counsel to the effect that (A) such Joinder Agreement has been duly executed and the authorized and (B) this Agreement, as modified by such Joinder Agreement, constitutes a valid, binding and enforceable obligation of such Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar procedures which are legally available laws (including, without limitation, all laws relating to eliminate the relevant legal prohibition, fraudulent transfers) and shall give such guarantee at such time (and except insofar as enforcement thereof is subject to the extent) general principles of equity; provided that it thereafter becomes permissible). this clause (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary become applicable to any Guarantee of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing.: (cA) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person Person became a Restricted Subsidiary if such guarantee of the Borrower and was not incurred Incurred in connection with, or in contemplation of, such person Person becoming a Restricted Subsidiary.Subsidiary of the Borrower or (dB) Notwithstanding that Guarantees the foregoing, payment of obligations of the Borrower or any Guaranty Restricted Subsidiary for Indebtedness having a maturity of less than 365 days or Indebtedness Incurred under clause (b)(i) or (b)(ix) of Section 6.13 or Indebtedness that is secured by an Additional Guarantor created a Lien Incurred exclusively under clause (xvii) of the definition of “Permitted Liens”; provided that such Indebtedness incurred under this clause (B): (1) does not constitute Subordinated Indebtedness or (2) is not incurred pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with a registered offering of securities under the provisions Securities Act or a private placement of this Agreementsecurities (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.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any Restricted Subsidiary (other than a Loan Party) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of any Loan Party after the Delayed Amendment Effective Date in an amount in excess of $50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (5) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any No Restricted Subsidiary (other than the Company, a Loan PartyPermitted Affiliate Parent or a Guarantor) to, directly or indirectlyshall, guarantee or otherwise become obligated under any Indebtedness under the Senior Credit Facilities Agreement, the Existing Senior Secured Notes, the Existing Senior Secured Notes Indentures, the Existing Senior Notes or the Existing Senior Indentures or guarantee any other Indebtedness of any Loan Party the Company, a Permitted Affiliate Parent or a Guarantor after the Delayed First Amendment Effective Date in an amount in excess of $€50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Facility Agent the documentation required by Section 10.21(c) an Obligor Accession Agreement pursuant to which such Restricted Subsidiary will provide a Guaranty Facilities Guarantee (which Guaranty Facilities Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that,: (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty Facilities Guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (aA) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (bB) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding the foregoing, any guarantee of the Facilities by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of Clause 28.6 (Resignation of a Guarantor) of this Agreement. (d) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any Restricted Subsidiary (other than a Proceeds Loan PartyObligor) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of any Proceeds Loan Party Obligor after the Delayed 2021 Amendment Effective Date in an amount in excess of $50.0 million unless such Restricted Subsidiary is or becomes an Additional a Proceeds Loan Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty Proceeds Loan Guarantee (which Guaranty Proceeds Loan Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional a Proceeds Loan Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Proceeds Loan Borrower or Public Debt of a Proceeds Loan Guarantor; (2) if the Indebtedness is pari passu in right of payment to the ObligationsProceeds Loans, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its GuarantyProceeds Loan Guarantee; (3) if the Indebtedness is subordinated in right of payment to the ObligationsProceeds Loans, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty Proceeds Loan Guarantee substantially to the same extent as such Indebtedness is subordinated in right of payment to the ObligationsProceeds Loans; (4) an Additional a Proceeds Loan Guarantor’s Guaranty Proceeds Loan Guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee Proceeds Loan Guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the FacilitiesProceeds Loan); and (5) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional a Proceeds Loan Guarantor, such Restricted Subsidiary need not become an Additional a Proceeds Loan Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding 95007615_1 the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty Proceeds Loan Guarantee by an Additional a Proceeds Loan Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of the Proceeds Loan Agreement or this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any Restricted Subsidiary (other than a Proceeds Loan PartyObligor) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of any Proceeds Loan Party Obligor after the Delayed Amendment Effective Date in an amount in excess of $50.0 million unless such Restricted Subsidiary is or becomes an Additional a Proceeds Loan Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty Proceeds Loan Guarantee (which Guaranty Proceeds Loan Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional a Proceeds Loan Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Proceeds Loan Borrower or Public Debt of a Proceeds Loan Guarantor; (2) if the Indebtedness is pari passu in right of payment to the ObligationsProceeds Loans, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its GuarantyProceeds Loan Guarantee; (3) if the Indebtedness is subordinated in right of payment to the ObligationsProceeds Loans, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty Proceeds Loan Guarantee substantially to the same extent as such Indebtedness is subordinated in right of payment to the ObligationsProceeds Loans; (4) an Additional a Proceeds Loan Guarantor’s Guaranty Proceeds Loan Guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee Proceeds Loan Guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the FacilitiesProceeds Loan); and (5) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional a Proceeds Loan Guarantor, such Restricted Subsidiary need not become an Additional a Proceeds Loan Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty Proceeds Loan Guarantee by an Additional a Proceeds Loan Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of the Proceeds Loan Agreement or this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any No Restricted Subsidiary (other than the Company, the Permitted Affiliate Parent or a Loan PartyGuarantor) to, directly or indirectlyshall, guarantee or otherwise become obligated under any Indebtedness under the Super Senior Credit Facilities Agreement, the Existing Senior Secured Notes, the Existing Senior Secured Indentures, the Existing Senior Notes or the Existing Senior Indentures or guarantee any other Indebtedness of any Loan Party the Company or a Guarantor after the Delayed 2017 Amendment Effective Date in an amount in excess of $€50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Facility Agent the documentation required by Section 10.21(c) an Obligor Accession Agreement pursuant to which such Restricted Subsidiary will provide a Guaranty Facilities Guarantee (which Guaranty Facilities Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty Facilities Guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (aA) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (bB) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by 63529049_1 any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty guarantee of the Facilities by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of Clause 28.6 (Resignation of a Guarantor) of this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any No Restricted Subsidiary (other than the Company, a Loan PartyPermitted Affiliate Parent or a Guarantor) to, directly or indirectlyshall, guarantee or otherwise become obligated under any Indebtedness under the Super Senior Credit Facilities Agreement, the Existing Senior Secured Notes, the Existing Senior Secured Notes Indentures, the Existing Senior Notes or the Existing Senior Indentures or guarantee any other Indebtedness of any Loan Party the Company, a Permitted Affiliate Parent or a Guarantor after the Delayed First Amendment Effective Date in an amount in excess of $€50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Facility Agent the documentation required by Section 10.21(c) an Obligor Accession Agreement pursuant to which such Restricted Subsidiary will provide a Guaranty Facilities Guarantee (which Guaranty Facilities Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that,: (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty Facilities Guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (aA) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (bB) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding the foregoing, any guarantee of the Facilities by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of Clause 28.6 (Resignation of a Guarantor) of this Agreement. (d) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any No Restricted Subsidiary (other than the Issuer or a Loan PartyGuarantor) to, directly or indirectly, shall guarantee or otherwise become obligated under any Indebtedness under the Senior Credit Facility or any Existing Senior Secured Notes or guarantee any other Indebtedness of the Issuer or any Loan Party after the Delayed Amendment Effective Date Guarantor in an amount in excess of $£50.0 million million, unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent Trustee a supplemental indenture in the documentation required by Section 10.21(c) form set forth in Exhibit E hereto pursuant to which such Restricted Subsidiary will provide a Guaranty an Additional Subsidiary Guarantee (which Guaranty Additional Subsidiary Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that,: (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower the Issuer or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty Additional Subsidiary Guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (aA) each of the Company, any Permitted Affiliate Parent Company and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (bB) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the FacilitiesNotes); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent Company and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted SubsidiaryIssuer; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor guarantee of the Notes created pursuant to this the provisions described in Section 4.15 4.15(a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the occurrence of any events as set forth in accordance clauses (a) through (n) of Section 10.05. (d) Notwithstanding any of the foregoing, in all circumstances a Note Guarantee shall only be released pursuant to Section 4.15(c) if (1) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with and (2) such Guarantor is released from its guarantees of the provisions of this AgreementSenior Credit Facility, the Existing Senior Secured Notes and the Existing Senior Notes.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any Restricted Subsidiary (other than a Loan Party) to, directly or indirectly, guarantee or otherwise become obligated under any Indebtedness of any Loan Party after the Delayed Amendment Effective Date in an amount in excess of $50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent the documentation required by Section 10.21(c10.21(c)(Additional Parties) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing.. 216 (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of Section 11.09 (Release of Guarantors) of this Agreement.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any No Restricted Subsidiary (other than the Issuer or a Loan PartyGuarantor) to, directly or indirectly, shall guarantee or otherwise become obligated under any Indebtedness under the Senior Credit Facility or any Existing Senior Secured Notes or guarantee any other Indebtedness of the Issuer or any Loan Party after the Delayed Amendment Effective Date Guarantor in an amount in excess of $£50.0 million million, unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Agent Trustee a supplemental indenture in the documentation required by Section 10.21(c) form set forth in Exhibit E hereto pursuant to which such Restricted Subsidiary will provide a Guaranty an Additional Subsidiary Guarantee (which Guaranty Additional Subsidiary Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that,: (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower the Issuer or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty Additional Subsidiary Guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (aA) each of the Company, any Permitted Affiliate Parent Company and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (bB) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the FacilitiesNotes); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent Company and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted SubsidiaryIssuer; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty by an Additional Guarantor guarantee of the Notes created pursuant to this the provisions described in Section 4.15 4.15(a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the occurrence of any events as set forth in accordance clauses (a) through (m) of Section 10.05. (d) Notwithstanding any of the foregoing, in all circumstances a Note Guarantee shall only be released pursuant to Section 4.15(c) if (1) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with and (2) such Guarantor is released from its guarantees of the provisions of this AgreementSenior Credit Facility, the Existing Senior Secured Notes and the Existing Senior Notes.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent Borrower will not permit any Restricted Subsidiary (other than a Loan Party) to, directly to Guarantee the payment of any Indebtedness of the Borrower or indirectly, guarantee or otherwise become obligated under any Indebtedness of any Loan Party after the Delayed Amendment Effective Date in an amount in excess of $50.0 million unless other Restricted Subsidiary unless: (i) such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, simultaneously executes and delivers to the Administrative Agent the documentation required a Joinder Agreement providing for a Subsidiary Guarantee by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide except that with respect to a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor Indebtedness of the Borrower if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to by its Guaranty; (3) if the Indebtedness is express terms subordinated in right of payment to the Obligations, any such guarantee Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty such Restricted Subsidiary's Subsidiary Guarantee with respect to the Obligations substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4ii) an Additional Guarantor’s Guaranty may be limited such Restricted Subsidiary waives and will not in amount to any manner whatsoever claim or take the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance benefit or other similar laws (but, in such a case (a) each of the Companyadvantage of, any Permitted Affiliate Parent and rights of reimbursement, indemnity or subrogation or any other rights against the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Borrower or any other Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee as a result of any other Indebtedness giving rise to the obligation to guarantee the Facilities)payment by such Restricted Subsidiary under its Subsidiary Guarantee; and (5iii) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (butshall, in such a case, each upon the request of the CompanyAdministrative Agent, any Permitted Affiliate Parent deliver to the Administrative Agent an Opinion of Counsel to the effect that (A) such Joinder Agreement has been duly executed and the authorized and (B) this Agreement, as modified by such Joinder Agreement, constitutes a valid, binding and enforceable obligation of such Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar procedures which are legally available laws (including, without limitation, all laws relating to eliminate the relevant legal prohibition, fraudulent transfers) and shall give such guarantee at such time (and except insofar as enforcement thereof is subject to the extent) general principles of equity; provided that it thereafter becomes permissible). this clause (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary become applicable to any Guarantee of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing.: (cA) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person Person became a Restricted Subsidiary if such guarantee of the Borrower and was not incurred Incurred in connection with, or in contemplation of, such person Person becoming a Restricted Subsidiary.Subsidiary of the Borrower or (dB) Notwithstanding that Guarantees the foregoing, payment of obligations of the Borrower or any Guaranty Restricted Subsidiary for Indebtedness having a maturity of less than 365 days or Indebtedness Incurred under clause (b)(i) or (b)(ix) of Section 6.13 or Indebtedness that is secured by an Additional Guarantor created a Lien Incurred exclusively under clauses (i) or (xvii) of the definition of "Permitted Liens"; provided that such Indebtedness incurred under this clause (B): (1) does not constitute Subordinated Indebtedness or (2) is not incurred pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with a registered offering of securities under the provisions Securities Act or a private placement of this Agreementsecurities (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.

Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any of its Restricted Subsidiary (Subsidiaries other than a Loan Party) tothe Borrower, directly or indirectly, guarantee to guarantee, assume or otherwise in any other manner become obligated under liable with respect to any Indebtedness of any Loan Party after Parent or the Delayed Amendment Effective Date in an amount in excess of $50.0 million Borrower, unless (i) such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, simultaneously executes and delivers a Guarantee of the Loans on terms substantially similar to the Administrative Agent the documentation required by Section 10.21(c) pursuant to which such Restricted Subsidiary will provide a Guaranty (which Guaranty shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor except that if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to by its Guaranty; (3) if the Indebtedness is express terms subordinated in right of payment to the ObligationsLoans, any such guarantee assumption Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty such Restricted Subsidiary’s assumption, Guarantee or other liability with respect to the Loans substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit Loans and (bii) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (5) for so long as it is not permissible under applicable Law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need waives, and will not become an Additional Guarantor (but, in such a case, each of any manner whatsoever claim or take the Companybenefit or advantage of, any Permitted Affiliate Parent and rights of reimbursement, indemnity or subrogation or any other rights against the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Obligors or any other Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting as a result of any payment by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) its Guarantee. Notwithstanding the foregoing, any Guaranty Guarantee by an Additional Guarantor created pursuant to this Section 4.15 shall a Restricted Subsidiary may provide by its terms that it shall will be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of Parent, of all of Parent’s and each Restricted Subsidiary’s Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Agreement), (ii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Agreement, or (iii) 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 Issuances of Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company and any Permitted Affiliate Parent will not permit any No Restricted Subsidiary (other than the Company, the Permitted Affiliate Parent or a Loan PartyGuarantor) to, directly or indirectlyshall, guarantee or otherwise become obligated under any Indebtedness under the Super Senior Credit Facilities Agreement, the Existing Senior Secured Notes, the Existing Senior Secured Indentures, the Existing Senior Notes or the Existing Senior Indentures or guarantee any other Indebtedness of any Loan Party the Company or a Guarantor after the Delayed 2017 Amendment Effective Date in an amount in excess of $€50.0 million unless such Restricted Subsidiary is or becomes an Additional Guarantor on the date on which such other guarantee or Indebtedness is Incurred (or as soon as reasonably practicable thereafter) and, if applicable, executes and delivers to the Administrative Facility Agent the documentation required by Section 10.21(c) an Obligor Accession Agreement pursuant to which such Restricted Subsidiary will provide a Guaranty Facilities Guarantee (which Guaranty Facilities Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness); provided that, (1) if such Restricted Subsidiary is not a Significant Subsidiary, such Restricted Subsidiary shall only be obligated to become an Additional Guarantor if such Indebtedness is Indebtedness of the Company, a Permitted Affiliate Parent or a Borrower or Public Debt of a Guarantor; (2) if the Indebtedness is pari passu in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guaranty; (3) if the Indebtedness is subordinated in right of payment to the Obligations, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to its Guaranty substantially to the same extent as such Indebtedness is subordinated in right of payment to the Obligations; (4) an Additional Guarantor’s Guaranty Facilities Guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (aA) each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (bB) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Facilities); and (53) for so long as it is not permissible under applicable Law law for a Restricted Subsidiary to become an Additional Guarantor, such Restricted Subsidiary need not become an Additional Guarantor (but, in such a case, each of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible). (b) Section 4.15(a) shall not apply to: (1) the granting by such Restricted Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the guarantee of Indebtedness of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary; or (2) the guarantee by any Restricted Subsidiary of Indebtedness that refinances Indebtedness which benefited from a guarantee by any Restricted Subsidiary Incurred in compliance with this Section 4.15 immediately prior to such refinancing. (c) Notwithstanding anything herein to the contrary, Section 4.15(a) shall not be applicable to any guarantee provided by a Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary if such guarantee was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. (d) Notwithstanding the foregoing, any Guaranty guarantee of the Facilities by an Additional Guarantor created pursuant to this Section 4.15 shall provide by its terms that it shall be automatically and unconditionally released and discharged in accordance with the provisions of Clause 28.6 (Resignation of a Guarantor) of this Agreement.