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

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) The Company shall not permit any Restricted Subsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of payment of the Notes by such Restricted Subsidiary and (B) with respect to any guarantee of Subordinated Indebtedness of the Company by a Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary's guarantee with respect to the relevant Notes at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in full; provided that this paragraph (a) shall not be applicable to (x) any guarantee of -------- any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank Facility. (b) Notwithstanding the foregoing, any guarantee of the Notes created pursuant to the provisions described in the foregoing paragraph (a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture) or (ii) the release by the holders of the Indebtedness of the Company described in the preceding paragraph of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee).

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) 9.1 The Company shall will not cause or permit any of its Restricted SubsidiarySubsidiaries which are not Obligors, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of payment of the Notes by such Restricted Subsidiary and (B) with respect to any guarantee of Subordinated Indebtedness of the Company by a Restricted Subsidiaryliable, any such guarantee shall be subordinated to such Restricted Subsidiary's guarantee with respect to the relevant Notes at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary whether as a result borrower, an additional or co-borrower or otherwise, for or in respect of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in full; provided that this paragraph (a) shall not be applicable to (x) any guarantee of -------- any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank Facility. (b) Notwithstanding the foregoing, any guarantee of the Notes created pursuant to the provisions described in the foregoing paragraph (a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture) or (ii) the release by the holders of the Indebtedness of the Company described in the preceding paragraph of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company has been guaranteed by or any of the Company’s other Restricted Subsidiaries unless such specified Restricted Subsidiary shall simultaneously accede to this Agreement as an Additional Guarantor. 9.2 Notwithstanding the foregoing, without becoming a Guarantor pursuant to the provisions of this Clause 9, New Holdco or (B) the holders of all such other Indebtedness which is guaranteed by such any Restricted Subsidiary also release their guarantee by such Restricted that is a New Holdco Subsidiary (including without limitation, Sponsorship Newco) may directly or indirectly, guarantee, assume or in any deemed release upon payment manner become liable, whether as borrower, an additional or co-borrower or otherwise, for or in full respect any Indebtedness of all obligations New Holdco or any Restricted Subsidiary that is a New Holdco Subsidiary (including without limitation, Sponsorship Newco) permitted to be incurred by New Holdco or any Restricted Subsidiary that is a New Holdco Subsidiary (including without limitation, Sponsorship Newco) under such IndebtednessClause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock). 9.3 Such Additional Guarantor will automatically and unconditionally be released under the same conditions and circumstances that the guarantee of other Indebtedness will be released, except by so long as no Default or Event of Default would arise as a result of payment under and no other Indebtedness is at that time guaranteed by the relevant Additional Guarantor that would have resulted in the requirement that such guarantee)Additional Guarantor become an Additional Guarantor pursuant to this Clause 9.

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) The Company shall not permit any Restricted Subsidiary, directly or indirectly, Subsidiary to guarantee, assume or in any other manner become liable with respect to guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary, (in each case, the "Guaranteed Debt"), unless (i) (A) if such Restricted Subsidiary is not a Guarantor, such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for the guarantee a Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary and (B) with respect to any guarantee of Subordinated Indebtedness of the Company by a Restricted Subsidiary, any (ii) if the Notes or the Subsidiary Guarantee (if any) of such guarantee Restricted Subsidiary are subordinated in right of payment to the Guaranteed Debt, the Subsidiary Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to the relevant Notes at least Guaranteed Debt substantially to the same extent as the Notes or the Subsidiary Guarantee are subordinated to the Guaranteed Debt under the Indenture, (iii) if the Guaranteed Debt is by its express terms subordinated in right of payment to the Notes or the Subsidiary Guarantee (if any) of such Subordinated Indebtedness Restricted Subsidiary, any such guarantee of such Restricted Subsidiary with respect to the Guaranteed Debt shall be subordinated in right of payment to such Restricted Subsidiary's Subsidiary Guarantee with respect to the Notes substantially to the same extent as the Guaranteed Debt is subordinated to the Notes and or the Subsidiary Guarantee (iiif any) of such Restricted Subsidiary, (iv) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any subordinates rights or of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in full; provided that this paragraph Subsidiary Guarantee to its obligation under its Subsidiary Guarantee, and (av) shall not be applicable to (x) any guarantee of -------- any such Restricted Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that existed at the time (A) such Person became a Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank Facility. (b) Notwithstanding the foregoing, any guarantee Guarantee of the Notes created pursuant to the provisions described in the foregoing paragraph (a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture) or (ii) the release by the holders of the Indebtedness of the Company described in the preceding paragraph of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or duly authorized, executed and delivered, and (B) such Subsidiary Guarantee of the holders Notes constitutes a valid, binding and enforceable obligation of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such IndebtednessSubsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitations, all laws relating to fraudulent transfers) and except insofar as a result enforcement thereof is subject to general principles of payment under such guarantee)equity.

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) The Company shall will not permit any Restricted SubsidiarySubsidiary (other than NBI), directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company (other than pursuant to a Credit Facility) unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for the guarantee of payment a senior Guarantee of the Notes by and if such Restricted Subsidiary and (B) with respect to any guarantee of Subordinated Indebtedness of the Company is by a Restricted Subsidiaryits terms pari passu with or expressly subordinated to the Notes, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be pari passu with or subordinated to such Restricted Subsidiary's guarantee with respect to the relevant Notes at least Guarantee to the same extent as such Subordinated Indebtedness is pari passu with or subordinated to the Notes and (ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in full; provided that this paragraph (a) shall not be applicable to (x) any guarantee of -------- any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank FacilityNotes. (b) Notwithstanding the foregoing, any guarantee Guarantee by a Restricted Subsidiary of the Notes created that is provided pursuant to the provisions described in the foregoing paragraph (a) shall may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) upon any sale, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (Subsidiary, which sale, exchange or transfer is not prohibited by the in compliance with this Indenture) or , (ii) if the Restricted Subsidiary issuing such Guarantee ceases to be a Restricted Subsidiary or (iii) upon the release by the holders of the Indebtedness of the Company described in the preceding paragraph (a) above of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company or any Restricted Subsidiary has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee).

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) The Company shall Suburban Propane will not permit any of its Restricted SubsidiarySubsidiaries, directly or indirectly, to guarantee, assume Guarantee or in pledge any assets to secure the payment of any other manner become liable with respect to any Indebtedness of the Company Suburban Propane unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for the guarantee Guarantee of the payment of the Notes by such Restricted Subsidiary. The Subsidiary and Guarantee will be (B1) with respect to any guarantee of Subordinated Indebtedness of the Company by a Restricted Subsidiary, any such guarantee shall be subordinated senior to such Restricted Subsidiary's guarantee with respect Guarantee of or pledge to the relevant Notes at least to the same extent as secure such Subordinated other Indebtedness if such other Indebtedness is subordinated to the Notes and Notes; or (ii2) pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness if such other Indebtedness is not subordinated to the Notes. The Subsidiary waives Guarantee of a Guarantor will be automatically and shall unconditionally released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not in any manner whatsoever claim (either before or take the benefit after giving effect to such transaction) Suburban Propane or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other a Restricted Subsidiary as of Suburban Propane, if the sale or other disposition does not violate Sections 3.10 or 4.10 of this Indenture; (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a result of any payment by Person that is not (either before or after giving effect to such transaction) Suburban Propane or a Restricted Subsidiary under its guarantee until of Suburban Propane, if the relevant Notes have been paid in full; provided that sale or other disposition does not violate Sections 3.10 or 4.10 of this paragraph Indenture; (a3) shall not be applicable to (x) any guarantee of -------- if Suburban Propane designates any Restricted Subsidiary that existed at is a Guarantor to be an Unrestricted Subsidiary in accordance with the time applicable provisions of this Indenture; (4) upon legal defeasance or satisfaction and discharge of the Notes as provided in Section 8.02 and Article 11 of this Indenture; or (5) if such Person became a Restricted Subsidiary or (y) any Guarantor is released from the underlying guarantee of any Restricted Indebtedness giving rise to the execution of a Subsidiary Guarantee. The form of Indebtedness incurred pursuant to a Bank Facility. (b) the Subsidiary Guarantee and the related form of supplemental indenture is attached hereto as Exhibits E and F, respectively. Notwithstanding the foregoing, any guarantee if one or both of the Notes created pursuant to the provisions described in the foregoing paragraph (a) shall provide Issuers Guarantee Indebtedness incurred by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets oftheir Restricted Subsidiaries, such Guarantee by the Issuers will not require any Restricted Subsidiary (which sale, exchange or transfer is not prohibited by to provide a Subsidiary Guarantee for the Indenture) or (ii) the release by the holders of the Indebtedness of the Company described in the preceding paragraph of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee)Notes.

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. --------------------------‌ (a) The Company Parent Guarantor shall not cause or permit any Restricted SubsidiarySubsidiary (other than the Issuer), directly or indirectly, to guaranteeguarantee the payment of, assume or in any other manner become liable with respect to any other Indebtedness of the Company Issuer or the Parent Guarantor unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for a Guarantee of the guarantee of payment of the Notes by such Restricted Subsidiary and (B) with respect to any guarantee of Subordinated Indebtedness of the Company by a Restricted Subsidiary, any such guarantee which Guarantee shall be subordinated senior to or pari passu with such Restricted Subsidiary's guarantee with respect ’s Guarantee of such other Indebtedness.‌ Each additional Guarantee shall be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable prefer- ence, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the relevant Notes at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes and (iirights of creditors generally) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary considerations under its guarantee until the relevant Notes have been paid in full; provided that this applicable law. This paragraph (a) shall not be applicable to (x) any guarantee guarantees of -------- any Restricted Subsidiary that existed given to a bank or trust company having combined capital and surplus and undivided profits of not less than €250.0 million, whose debt has a rating, at the time such Person became a guarantee was given, of at least A or the equiva- lent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the opera- tion of cash management programs established in the ordinary course of business for the benefit of the Parent Guarantor or any of the Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank FacilitySubsidiaries. (b) Notwithstanding the foregoing, any guarantee of the Notes created pursuant Parent Guarantor shall not be obligated to the provisions described in the foregoing paragraph (a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, cause such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by to Guarantee the Indenture) or (ii) Notes to the release by the holders of the Indebtedness of the Company described in the preceding paragraph of their guarantee extent that such Guarantee by such Restricted Subsidiary (including Subsid- iary would reasonably be expected to give rise to or result in a violation of applicable law or any deemed release upon payment in full liability for the officers, directors or shareholders of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company has been guaranteed by such Restricted Subsidiary that, in any case, cannot be pre- vented or (B) otherwise avoided through measures reasonably available to the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by Parent Guarantor or as a result of payment under such guarantee)the Re- stricted Subsidiary.

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) The Company shall not cause or permit any Restricted SubsidiaryDomestic Subsidiary (which is not a Guarantor), directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company or any Domestic Subsidiary unless (i) (A) such Restricted Domestic Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Subsidiary Guarantee of the Notes on the same terms as the guarantee of payment such Indebtedness except that (A) such guarantee need not be secured unless required pursuant to Section 5.01 of the Notes by such Restricted Subsidiary this Supplemental Indenture and (B) if such Indebtedness is by its terms expressly subordinated to the Notes, any such assumption, guarantee or other liability of such Domestic Subsidiary with respect to any guarantee of Subordinated such Indebtedness of the Company by a Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Domestic Subsidiary's guarantee with respect to ’s Subsidiary Guarantee of the relevant Notes at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes; provided that (i) so long as any of the Existing Pre-2020 Senior Notes have not been retired, Discharged or defeased in accordance with Article XII of the Base Indenture or satisfied and discharged or defeased in accordance with the applicable supplemental indenture setting forth the terms of such Existing Pre-2020 Senior Notes, no such Subsidiary Guarantee will be required if the debt guaranteed by such Domestic Subsidiary does not exceed $75,000,000 and (ii) such Restricted Subsidiary waives and shall not in at any manner whatsoever claim or take time after all of the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Existing Pre-2020 Senior Notes have been paid retired, Discharged or defeased in full; provided that accordance with Article XII of the Base Indenture or satisfied and discharged or defeased in accordance with the applicable supplemental indenture setting forth the terms of such Existing Pre-2020 Senior Notes, no such Subsidiary Guarantee will be required until and unless such Domestic Subsidiary becomes a guarantor under the Credit Agreement, and, in the case of this Section 5.03(a)(ii), such Domestic Subsidiary shall Guarantee the Notes for so long as such Domestic Subsidiary is a Guarantor under the Credit Agreement. The obligation to provide Subsidiary Guarantees set forth in the preceding paragraph (a) shall will not be applicable to any Guarantees of any Domestic Subsidiary given to a bank or trust company or any commercial banking institution that is a member of the U.S. Federal Reserve System (x) or any guarantee of -------- any Restricted Subsidiary that existed at the time such Person became a Restricted branch, Subsidiary or (y) any guarantee Affiliate thereof), in connection with the operation of cash management programs established for its benefit or that of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank Facilityother Domestic Subsidiary. (b) The Company shall cause any Domestic Subsidiary, whether presently existing or hereafter formed or acquired, that is required to provide a Subsidiary Guarantee pursuant to Section 5.03(a) to execute a supplemental indenture substantially in the form of Exhibit C hereto. (c) Notwithstanding the foregoingsubsection (a) of this Section 5.03, any guarantee Subsidiary Guarantee by a Domestic Subsidiary of the Notes created pursuant to the provisions described in the foregoing paragraph (a) shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's ’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (Domestic Subsidiary, which sale, exchange or transfer transaction is not prohibited by in compliance with the terms of the Indenture) , and such Domestic Subsidiary is released from all Guarantees, if any, by it of other Indebtedness of the Company or any Domestic Subsidiary, (ii) the release by the holders of the applicable Indebtedness of the Company described in the preceding paragraph subsection (a) of this Section 5.03 of their guarantee Guarantee by such Restricted Domestic Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a such time when as (A) no other Indebtedness of the Company has been guaranteed by such Restricted Domestic Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Restricted Domestic Subsidiary also release their guarantee Guarantee by such Restricted Domestic Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), except by (iii) so long as any of the Existing Pre-2020 Senior Notes have not been retired, Discharged or as a result defeased in accordance with Article XII of payment under the Base Indenture or satisfied and discharged or defeased in accordance with the applicable supplemental indenture setting forth the terms of such guarantee)Existing Pre-2020 Senior Notes, such Domestic Subsidiary ceasing to guarantee the Company’s Credit Agreement or any Existing Pre-2020 Senior Notes and such Domestic Subsidiary ceasing to guarantee any Indebtedness of the Company or any other Domestic Subsidiary in an amount exceeding $75,000,000 (other than the Notes) or (iv) at any time after all of the Existing Pre-2020 Senior Notes have been retired, Discharged or defeased in accordance with Article XII of the Base Indenture or satisfied and discharged or defeased in accordance with the applicable supplemental indenture setting forth the terms of such Existing Pre-2020 Senior Notes, such Domestic Subsidiary ceasing to guarantee the Company’s Credit Agreement.

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) The Company shall Publishing will not permit any Restricted Subsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of Publishing (other than pursuant to the Company New Bank Credit Facility) unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for the a 120 120 senior guarantee of payment the Securities and if such Indebtedness of Publishing is by its terms expressly subordinated to the Notes by Securities, any such assumption, guarantee or other liability of such Restricted Subsidiary and (B) with respect to any guarantee of Subordinated such Indebtedness of the Company by a Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary's guarantee with respect to the relevant Notes at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in full; provided that this paragraph (a) shall not be applicable to (x) any guarantee of -------- any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank FacilitySecurities. (b) Notwithstanding the foregoing, any guarantee by a Restricted Subsidiary of the Notes created Securities that is provided pursuant to the provisions described in the foregoing paragraph (a) shall or under the provisions of Section 10.15 may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) upon any sale, exchange or transfer, to any Person who is not an Affiliate of the CompanyPublishing, of all of the CompanyPublishing's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (Subsidiary, which sale, exchange or transfer is not prohibited by the in compliance with this Indenture) or , (ii) if the Restricted Subsidiary issuing such guarantee ceases to be a Restricted Subsidiary or (iii) upon the release by the holders of the Indebtedness of the Company Publishing described in the preceding paragraph (a) above of their guarantee Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company Publishing or any Restricted Subsidiary has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee).

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) The Company shall From and after the Closing Date, the Parent Guarantor will not cause or permit any of its Restricted SubsidiarySubsidiaries (other than a Securitization Subsidiary or a Guarantor), directly or indirectly, to guaranteeguarantee any Capital Markets Debt or unsecured Credit Facility (other than Standard Securitization Undertakings in connection with a Qualified Securitization Financing) of the Company, assume the Parent Guarantor or in any other manner become liable with respect to any Indebtedness Guarantor unless, such Restricted Subsidiary: (a) within five Business Days of the Company unless (i) (A) date on which it guarantees Capital Markets Debt or an unsecured Credit Facility of the Company, the Parent Guarantor or any Guarantor executes and delivers to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary simultaneously executes shall guarantee in a Note Guarantee all of the Company’s obligations under the Notes and delivers a this Indenture and other terms contained in the applicable supplemental indenture providing for and subject to the guarantee conditions contained in such supplemental indenture; and (b) delivers to the Trustee an Opinion of payment of the Notes Counsel (which may contain customary exceptions) that such supplemental indenture and Note Guarantee have been duly authorized, executed and delivered by such Restricted Subsidiary and (B) with respect to any guarantee constitute legal, valid, binding and enforceable obligations of Subordinated Indebtedness of the Company by a Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary's guarantee with respect to the relevant Notes at least to the same extent as . Thereafter, such Subordinated Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in full; provided that this paragraph (a) shall not be applicable to (x) any guarantee of -------- any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank Facility. (b) Notwithstanding the foregoing, any guarantee of the Notes created pursuant to the provisions described in the foregoing paragraph (a) shall provide by its terms that it Parent Guarantor shall be automatically and unconditionally a Guarantor for all purposes of this Indenture until such Note Guarantee is released and discharged upon (i) any sale, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture) or (ii) the release by the holders of the Indebtedness of the Company described in the preceding paragraph of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee)accordance with Section 10.05 hereof.

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) The Company shall not permit any of its Restricted SubsidiarySubsidiaries, directly or indirectly, to guarantee, assume or in Guarantee any other manner become liable with respect to any Indebtedness of the Company unless except in respect of the Credit Facilities of the Company (ithe “Guaranteed Indebtedness”) unless: (A1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Guarantee (a “Subsidiary Guarantee”) of the payment of the Notes by such Restricted Subsidiary and Subsidiary; and (B2) with respect to any guarantee of Subordinated Indebtedness of the Company by a Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary's guarantee with respect to the relevant Notes at least to the same extent as such Subordinated Indebtedness is subordinated to until all the Notes and (ii) have been satisfied in full, such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights or of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary thereof as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in fullSubsidiary Guarantee; provided that this paragraph (a) shall not be applicable to (x) any guarantee of -------- Guarantee or any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or (y) any guarantee of any in contemplation of, such Person becoming a Restricted Subsidiary of Subsidiary. If the Guaranteed Indebtedness incurred pursuant to a Bank Facility. (b) Notwithstanding the foregoing, any guarantee of the Notes created pursuant is subordinated to the provisions described in Notes, then the foregoing paragraph (a) Guarantee of such Guaranteed Indebtedness shall provide by be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. If any Guarantor is released from its terms that obligations on Guaranteed Indebtedness it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, from its obligation with respect to any Person who is not an Affiliate its Guarantee of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture) or (ii) the release by the holders of the Indebtedness of the Company described in the preceding paragraph of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee)Notes hereunder.

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) The Company shall Issuer will not cause or permit any of its Restricted SubsidiarySubsidiaries that is not a Guarantor, directly or indirectly, to guaranteeguarantee the payment of, assume or in any other manner become liable with respect to any other Indebtedness of the Company Issuer or a Restricted Subsidiary unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Note Guarantee of the payment of the Notes by such Restricted Subsidiary and (B) Subsidiary, which guarantee will be senior to or pari passu with respect to any such Restricted Subsidiary’s guarantee of Subordinated such other Indebtedness unless such other Indebtedness is Senior Debt (in which case, the guarantee of the Company by a Restricted Subsidiary, any such guarantee shall Notes may be subordinated to the guarantee of such Restricted Subsidiary's guarantee with respect to the relevant Notes at least Senior Debt to the same extent as such Subordinated Indebtedness is the Note Guarantees are subordinated to the Notes and such Senior Debt). (iib) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in full; provided that this paragraph (aSection 4.13(a) shall will not be applicable to (x) any guarantee guarantees of -------- any Restricted Subsidiary Subsidiary: (1) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; (y2) arising solely due to the granting of a Permitted Lien that would not otherwise constitute a guarantee of Indebtedness of the Issuer or any Guarantor; (3) given to a bank or trust company incorporated in any member state of the European Union as of the date of this Indenture or any commercial banking institution that is a member of the U.S. Federal Reserve System (or any branch, Subsidiary or Affiliate thereof), in each case having combined capital and surplus and undivided profits of not less than €500.0 million, whose debt has a rating, at the time such guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Moody’s, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted Subsidiary Subsidiary; or (4) if such Note Guarantee could reasonably be expected to give rise to or result in (A) personal liability for the officers, directors or shareholders of Indebtedness such Restricted Subsidiary, (B) any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the Issuer or such Restricted Subsidiary, including, for the avoidance of doubt, ‘‘whitewash’’ or similar procedures or (C) any significant cost, expense, liability or obligation (including with respect of any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (B) undertaken in connection with, such Note Guarantee, which cannot be avoided through measures reasonably available to the Issuer or the Restricted Subsidiary; provided that the Issuer will procure that the relevant Restricted Subsidiary becomes a Bank FacilityGuarantor at such time as such restriction would no longer apply to the providing of the Note Guarantee or no longer would prohibit such Restricted Subsidiary from becoming a Guarantor (or prevent the Issuer from causing such Restricted Subsidiary to become a Guarantor). (bc) Notwithstanding the foregoing, any guarantee of the Notes created pursuant to the provisions described Each Note Guarantee provided for in the foregoing paragraph preceding clause (a) shall provide by its terms that it shall will be automatically limited as necessary pursuant to Sections 9.05, 9.06 and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture) or (ii) the release by the holders of the Indebtedness of the Company described in the preceding paragraph of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee)9.07.

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) The Company will not permit any Restricted Subsidiary, other than the Guarantors, directly or indirectly, to secure the payment of any Senior Indebtedness of the Company and the Company will not, and will not permit any Restricted Subsidiary to, 119 pledge any intercompany notes representing obligations of any Restricted Subsidiary (other than the Guarantors) to secure the payment of any Senior Indebtedness unless in each case such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a guarantee of payment of the Securities by such Restricted Subsidiary, which guarantee shall be on the same terms as the guarantee of the Senior Indebtedness (if a guarantee of Senior Indebtedness is granted by any such Restricted Subsidiary) except that the guarantee of the Securities need not be secured and shall be subordinated to the claims against such Restricted Subsidiary in respect of Senior Indebtedness to the same extent as the Securities are subordinated to Senior Indebtedness of the Company under this Indenture. (b) The Company will not permit any Restricted Subsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee of the Securities, on the same terms as the guarantee of payment such Indebtedness except that (A) such guarantee need not be secured unless required pursuant to Section 1011 hereof, (B) if such Indebtedness is by its terms Senior Indebtedness, any such assumption, guarantee or other liability of the Notes by such Restricted Subsidiary and (B) with respect to any guarantee of Subordinated such Indebtedness shall be senior to such Restricted Subsidiary's Guarantee of the Company Securities to the same extent as such Senior Indebtedness is senior to the Securities and (C) if such Indebtedness is by a Restricted Subsidiary, its terms expressly subordinated to the Securities any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary's guarantee with respect to Guarantee of the relevant Notes Securities at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in full; provided that this paragraph (a) shall not be applicable to (x) any guarantee of -------- any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank FacilitySecurities. (bc) Notwithstanding the foregoing, any guarantee Guarantee by a Restricted Subsidiary of the Notes created pursuant to the provisions described in the foregoing paragraph (a) Securities shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary, which transaction is in compliance with the terms of this Indenture and such Restricted Subsidiary (which saleis released from all guarantees, exchange if any, by it of other Indebtedness of the Company or transfer is not prohibited by the Indenture) any Restricted Subsidiaries or (ii) (with respect to any Guarantees created after the date of this Indenture) the release by the holders of the Indebtedness of the Company described in the preceding paragraph clauses (a) and (b) above of their security interest or their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company has been secured or guaranteed by such Restricted Subsidiary Subsidiary, as the case may be, or (B) the holders of all such other Indebtedness which is secured or guaranteed by such Restricted Subsidiary also release their security interest in, or 133 guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee).

Limitation on Issuances of Guarantees of Indebtedness. by (a) If (x) the Company or any of its Restricted SubsidiariesSubsidiaries acquires or creates another Domestic Subsidiary (other than an Excluded Subsidiary) on or after the Issue Date or (y) any Excluded Subsidiary ceases to meet the definition of Excluded Subsidiary, then that newly acquired or created Domestic Subsidiary or non-Excluded Subsidiary, as applicable, must become a Subsidiary Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantor. --------------------------If the Company becomes a direct or indirect Subsidiary of any new parent entity (other than any direct or indirect parent entity of the Parent) after the Issue Date, then such parent entity must become a Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D), grant a Second Priority Lien to the Trustee on behalf of the Holders on all of its property and assets constituting Collateral and deliver an Opinion of Counsel to the Trustee as to such Guarantor. (ab) The Company shall not permit any of its Restricted SubsidiarySubsidiaries, directly or indirectly, to guarantee, assume Guarantee or in pledge any assets to secure the payment of any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary thereof (other than a Guarantee or pledge by a Foreign Subsidiary in respect of Indebtedness of another Foreign Subsidiary) unless (i) (A) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously delivers to the Trustee an Opinion of Counsel and executes and delivers a supplemental indenture (substantially in the form of Exhibit D) providing for the guarantee Guarantee of the payment of the Notes by such Restricted Subsidiary Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness and (B) with respect to any guarantee of Subordinated Indebtedness of the Company secured by a Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary's guarantee with respect to the relevant Notes at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes Second Priority Lien on its property and (ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in full; provided that this paragraph (a) shall not be applicable to (x) any guarantee of -------- any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank Facilityassets constituting Collateral. (bc) Notwithstanding the foregoing, any guarantee A Subsidiary Guarantor may not sell or otherwise dispose of the Notes created pursuant to the provisions described in the foregoing paragraph (a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the assets ofsurviving Person), such Restricted Subsidiary another Person, unless: (which salei) immediately after giving effect to that transaction, exchange no Default or transfer is not prohibited by the Indenture) or Event of Default exists; and (ii) the release by the holders of the Indebtedness of the Company described in the preceding paragraph of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee).either:

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) The Company shall Parent will not cause or permit any of its Restricted SubsidiarySubsidiaries which are not Note Parties, directly or indirectly, to guarantee, assume or in any other manner become liable liable, whether as a borrower, an additional or co-borrower or otherwise, for or in respect any other Indebtedness of Parent or any of Parent’s other Restricted Subsidiaries unless such specified Restricted Subsidiary shall simultaneously: (i) enter into (A) a Note Guaranty Joinder Agreement, and thereby become a party to this Agreement as a Guarantor hereunder, (B) a Debtor Accession Deed (as defined in the Intercreditor Agreement), and thereby become a party to the Intercreditor Agreement as a Debtor thereunder, and (C) all such security agreements, mortgages, deeds, debentures and other agreements and instruments as shall be required or reasonably requested by the Required Holders, all in form and substance reasonably satisfactory to the Required Holders, in order to effectively pledge all of such Subsidiary’s assets and property to secure its obligations under and in respect of the Note Guaranty (and, in connection therewith, Parent will cause all of the Capital Stock in such Restricted Subsidiary owned by Parent and its Subsidiaries to be pledged to secure the Notes and the Note Guaranty and execute and deliver or cause to be executed and delivered such additional Security documents as shall be required for such purpose), provided, that (x) no security will be required over the assets of New Holdco and/or any New Holdco Subsidiary (including for the avoidance of doubt any Capital Stock of a New Holdco Subsidiary) and (y) no obligation under this Agreement or under any Note Document of a U.S. Note Party may be, directly or indirectly, (A) secured by any assets of a CFC (including any stock held directly or indirectly by a CFC); or (B) secured by a pledge in excess of 65% of the stock (measured by the total combined voting power of the issued and outstanding voting stock) of a CFC, and in no event shall any CFC Note Party grant or be permitted to grant security over any assets of such CFC Note Party with respect to any Indebtedness obligation of a U.S. Note Party; and (ii) deliver the Company unless (i) following to each holder of a Note: (A) an executed counterpart of each of such Restricted Subsidiary simultaneously executes Note Guaranty Joinder Agreement, Debtor Accession Deed and delivers a supplemental indenture providing for the guarantee of payment of the Notes by such Restricted Subsidiary and Transaction Security Documents; (B) with respect to any guarantee a certificate signed by an authorized responsible officer of Subordinated Indebtedness such Subsidiary containing representations and warranties on behalf of the Company by a Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary's guarantee with respect to the relevant Notes at least Subsidiary to the same extent effect, mutatis mutandis, as such Subordinated Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives and shall not those contained in any manner whatsoever claim or take the benefit or advantage ofSection 5 of this Agreement, any rights or reimbursementexcluding Sections 5.3, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in full; provided that this paragraph (a) shall not be applicable to (x) any guarantee of -------- any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank Facility. (b) Notwithstanding the foregoing5.4, any guarantee of the Notes created pursuant to the provisions described in the foregoing paragraph (a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale5.5, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the Indenture) or (ii) the release by the holders of the Indebtedness of the Company described in the preceding paragraph of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee).5.13 and

Limitation on Issuances of Guarantees of Indebtedness. by Restricted Subsidiaries. -------------------------- (a) The Company shall Publishing will not permit any Restricted Subsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of Publishing (other than pursuant to the Company New Bank Credit Facility) unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for the a senior guarantee of payment the Securities and if such Indebtedness of Publishing is by its terms expressly subordinated to the Notes by Securities, any such assumption, guarantee or other liability of such Restricted Subsidiary and (B) with respect to any guarantee of Subordinated such Indebtedness of the Company by a Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary's guarantee with respect to the relevant Notes at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in full; provided that this paragraph (a) shall not be applicable to (x) any guarantee of -------- any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank FacilitySecurities. (b) Notwithstanding the foregoing, any guarantee by a Restricted Subsidiary of the Notes created Securities that is provided pursuant to the provisions described in the foregoing paragraph (a) shall or under the provisions of Section 10.15 may provide by its terms that it shall be automatically and unconditionally released and 112 104 discharged upon (i) upon any sale, exchange or transfer, to any Person who is not an Affiliate of the CompanyPublishing, of all of the CompanyPublishing's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (Subsidiary, which sale, exchange or transfer is not prohibited by the in compliance with this Indenture) or , (ii) if the Restricted Subsidiary issuing such guarantee ceases to be a Restricted Subsidiary or (iii) upon the release by the holders of the Indebtedness of the Company Publishing described in the preceding paragraph (a) above of their guarantee Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company Publishing or any Restricted Subsidiary has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee).

Limitation on Issuances of Guarantees of Indebtedness. by (a) If (x) the Company or any of its Restricted SubsidiariesSubsidiaries acquires or creates another Domestic Subsidiary (other than an Excluded Subsidiary) on or after the Issue Date or (y) any Excluded Subsidiary ceases to meet the definition of Excluded Subsidiary, then that newly acquired or created Domestic Subsidiary or non-Excluded Subsidiary, as applicable, must become a Subsidiary Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D) and deliver an Opinion of Counsel to the Trustee as to such Guarantor. --------------------------If the Company becomes a direct or indirect Subsidiary of any new parent entity (other than any direct or indirect parent entity of the Parent) after the Issue Date, then such parent entity must become a Guarantor and execute a supplemental indenture (substantially in the form of Exhibit D) and deliver an Opinion of Counsel to the Trustee. (ab) The Company shall not permit any of its Restricted SubsidiarySubsidiaries, directly or indirectly, to guarantee, assume Guarantee or in pledge any assets to secure the payment of any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary thereof (other than a Guarantee or pledge by a Foreign Subsidiary in respect of Indebtedness of another Foreign Subsidiary) unless (i) (A) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously delivers to the Trustee an Opinion of Counsel and executes and delivers a supplemental indenture (substantially in the form of Exhibit D) providing for the guarantee Guarantee of the payment of the Notes by such Restricted Subsidiary and (B) Subsidiary, which Guarantee shall be senior to or pari passu with respect to any guarantee such Subsidiary’s Guarantee of Subordinated such other Indebtedness unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Company by a Restricted Subsidiary, any such guarantee shall Notes may be subordinated to the Guarantee of such Restricted Subsidiary's guarantee with respect to the relevant Notes at least Senior Debt to the same extent as such Subordinated Indebtedness is the Notes are subordinated to the Notes and (ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until the relevant Notes have been paid in full; provided that this paragraph (a) shall not be applicable to (x) any guarantee of -------- any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary or (y) any guarantee of any Restricted Subsidiary of Indebtedness incurred pursuant to a Bank FacilitySenior Debt. (bc) Notwithstanding the foregoing, any guarantee A Subsidiary Guarantor may not sell or otherwise dispose of the Notes created pursuant to the provisions described in the foregoing paragraph (a) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person who is not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the assets ofsurviving Person), such Restricted Subsidiary another Person, unless: (which salei) immediately after giving effect to that transaction, exchange no Default or transfer is not prohibited by the Indenture) or Event of Default exists; and (ii) the release by the holders of the Indebtedness of the Company described in the preceding paragraph of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee), at a time when (A) no other Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except by or as a result of payment under such guarantee).either: