Common use of Future Guarantors Clause in Contracts

Future Guarantors. (a) The Parent shall cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of the Guarantors to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Wholly Owned Restricted Subsidiary will guarantee the Guaranteed Obligations. (b) Each Guarantee will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without (i) rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”).

Future Guarantors. (a) The Parent shall cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of the Guarantors to execute and deliver to the Second First Lien Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Wholly Owned Restricted Subsidiary will guarantee the Guaranteed Obligations. (b) Each Guarantee will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without (i) rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”).

Future Guarantors. (a) The Parent shall cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of the Guarantors to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Wholly Owned Restricted Subsidiary will guarantee the Guaranteed Obligations. (b) Each Guarantee will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without (i) rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”).

Future Guarantors. (a) The Parent shall Holdings will cause each of its Wholly Owned Restricted Subsidiaries Domestic Guarantor Subsidiary that is not an Excluded Subsidiary and that guarantees Guarantees, on the Issue Date or becomes a borrower under the Credit Agreement or that guarantees any other Capital Markets time thereafter, any Indebtedness of Holdings, the Parent, an Issuer Company or any of the Guarantors Guarantor to execute and deliver to the Second Lien Trustee a Note Guarantee, in the form of a supplemental indenture substantially in the form of attached as Exhibit C hereto hereto, pursuant to which such Wholly Owned Domestic Guarantor Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior secured basis and all other obligations under this Indenture. Notwithstanding the foregoing, in the event (a) a Guarantor (other than Holdings) is released and discharged in full from all of its obligations under its guarantees of (1) the ABL Credit Facility and Additional Obligations and (2) all other Indebtedness of Holdings, the Company and its Restricted Subsidiaries, and (b) such Guarantor has not Incurred any Indebtedness in reliance on its status as a Guarantor under Section 3.2 or such Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary will guarantee (other than a Guarantor) under Section 3.2(b), then the Guaranteed ObligationsNote Guarantee of such Guarantor shall be automatically and unconditionally released or discharged. (b) Each Guarantee The obligations of each Guarantor will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the ABL Credit Facility and Additional Obligations) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the applicable obligations of such other Guarantor without (i) rendering under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the Guarantee, as it relates to obligations of such Guarantor, voidable Guarantor under applicable law relating to its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or similar laws affecting state law. (c) Each Domestic Guarantor Subsidiary that becomes a Guarantor on or after the rights date of creditors generally this Indenture shall also become a party to the Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (each in substantially the same form as those executed and delivered on the Issue Date) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date) as may be necessary to vest in the Collateral Agent a perfected first or under any applicable mandatory corporate lawsecond priority security interest, as the case may be, (iisubject to Permitted Liens) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, upon all its properties and assets (other than Excluded Property) as security for the Notes or the laws Note Guarantees and as may be necessary to have such property or regulations (asset added to the Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; provided, however, that if granting such first or analogous restrictions) of any applicable jurisdiction or any similar principles which second priority security interest, as the case may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitationsbe, in any (x) material risk such property or asset requires the consent of a third party, the Company will use commercially reasonable efforts to obtain such consent for the benefit of the Collateral Agent on behalf of the Holders; provided, further, however, that if after the use of commercially reasonable efforts, such third party does not consent, to the officers first or second priority security interest on an asset or property that would constitute an immaterial portion of the applicable Collateral, such Subsidiary Guarantor of contravention of their fiduciary duties or any legal prohibition and/or will not be required to provide such security interest. (yd) risk Notwithstanding anything to the officers contrary contained herein or in the Collateral Documents, neither Holdings nor any subsidiary shall be required to provide any guarantee, pledge or asset support arrangement that, in the reasonable judgment of Holdings, would subject Holdings to any adverse tax consequence due to the application of Section 956 of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”)Code.

Future Guarantors. (a) The Parent shall Company will cause each of its Wholly Owned Restricted Subsidiaries Domestic Subsidiary (other than any Excluded Subsidiary) (1) that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Credit Agreement Term Loan Facility or the ABL Facility or that guarantees Guarantees, on the Issue Date or at any time thereafter, the Obligations under the Term Loan Facility or the ABL Facility or (2) that Guarantees any other Capital Markets Material Indebtedness of the Parent, an Issuer Company or any of Guarantor, on the Guarantors Issue Date or at any time thereafter, to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in the form of provided as Exhibit C hereto to this Indenture pursuant to which such Wholly Owned Restricted Domestic Subsidiary will guarantee irrevocably and unconditionally Guarantee, on a joint and several basis, the Guaranteed Obligationsfull and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other Obligations under this Indenture. (b) Each Guarantee The obligations of each Guarantor will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Term Loan Facility or the ABL Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the applicable Obligations of such other Guarantor without (i) rendering under its Note Guarantee or pursuant to its contribution Obligations under this Indenture, result in the Guarantee, as it relates to Obligations of such Guarantor, voidable Guarantor under applicable law relating to its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or similar laws affecting state law. (c) Each Note Guarantee shall be released in accordance with the rights provisions of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”)Section 10.06.

Future Guarantors. (a) The Parent Company shall cause each of its Wholly Owned Restricted Subsidiaries (other than (x) any Immaterial Subsidiary, (y) non wholly-owned Restricted Subsidiaries that is do not an Excluded Subsidiary and that guarantees or becomes a borrower under the Credit Agreement or that guarantees guarantee any other Capital Markets Indebtedness of the ParentCompany or a Guarantor and (z) any Restricted Subsidiary of the Company that is prohibited by law from Guaranteeing the Notes or that would experience adverse regulatory consequences as a result of providing a Guarantee of the Notes, an Issuer so long as in each case such Restricted Subsidiary has not provided a Guarantee of any other Indebtedness of the Company or any of the Guarantors Guarantor) to execute and deliver to the Second Lien Trustee within 90 days a supplemental indenture substantially in the form of Exhibit C hereto to this Indenture pursuant to which such Wholly Owned Restricted Subsidiary will guarantee shall, subject to Section 4.19(d), irrevocably and unconditionally Guarantee, on a joint and several basis, the Guaranteed Obligationsfull and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture and execute and deliver to the Trustee supplements to the Security Documents and take all actions required by the Security Documents to perfect the liens granted thereunder. (b) Each Guarantee The obligations of each Guarantor will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Revolving Credit Agreement, any Additional Senior Secured Indebtedness, any Additional Pari Secured Indebtedness or other Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the applicable obligations of such other Guarantor without (i) rendering under its Notes Guarantee or pursuant to its contribution obligations under this Indenture, result in the Guarantee, as it relates to obligations of such Guarantor, voidable Guarantor under applicable law relating to its Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer or similar laws affecting transfer at undervalue under Canadian federal or provincial law or U.S. federal or state law. (c) Each Notes Guarantee shall be released in accordance with Section 10.9. (d) Future Notes Guarantees provided by Guarantors organized in jurisdictions other than the rights of creditors generally or under any applicable mandatory corporate lawUnited States and Canada, (ii) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or may be Limited Guarantees if the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitationsCompany, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all consultation with local counsel, determines that such limitations applicable are required due to a given Guarantee, the “Applicable Guarantee Limitations”)legal requirements within such jurisdiction.

Future Guarantors. (a) The Parent shall cause each Each Restricted Subsidiary of its Wholly Owned Restricted Subsidiaries the Company organized under the laws of the United States, any political subdivision thereof, any state thereof or the District of Columbia that is not an Excluded Subsidiary required to Guarantee the Notes (and that guarantees or becomes thereby become a borrower under Guarantor) after the Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of the Guarantors Issue Date pursuant to Section 4.17 shall promptly (i) execute and deliver to the Second Lien Trustee a supplemental indenture indenture, in substantially in the form of attached hereto as Exhibit C hereto D, pursuant to which such Wholly Owned Restricted Subsidiary will guarantee shall unconditionally Guarantee, on a senior secured basis, all of the Guaranteed Obligations. Company’s Obligations under the Notes upon the terms set forth in this Indenture and (bii) Each Guarantee will be subject execute and deliver to such prudential limitations as the Issuer may in good faith determine Collateral Agent a joinder agreement to add to each of the applicable Security Documents defining the terms of such Guarantee the security interests that secure payment and limitations under applicable law performance when due of the Notes, and limited to an amount not to exceed the maximum amount that can be guaranteed take all actions required by the Security Documents to cause the Notes Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor without and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate (iupon which the Trustee shall be entitled to conclusively and exclusively rely) rendering to the Guaranteeeffect that such supplemental indenture has been duly authorized, as it relates to executed and delivered by such Guarantor and that such supplemental indenture is a legally valid and binding obligation of such Guarantor, voidable under applicable law relating enforceable against such Guarantor in accordance with its terms and/or to fraudulent conveyance or fraudulent transfer or similar laws affecting such other matters as the rights of creditors generally or under any applicable mandatory corporate lawTrustee may reasonably request (subject to customary exceptions, (ii) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”assumptions and qualifications).

Future Guarantors. (a) The Designated Parent shall cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Designated Parent, an Issuer or any of the Guarantors to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Wholly Owned Restricted Subsidiary will guarantee the Guaranteed Obligations. Any Person (other than the Issuers) who becomes the Designated Parent after the Issue Date shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Designated Parent will guarantee the Guaranteed Obligations. (b) Each Guarantee will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without (i) rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”).

Future Guarantors. (a) The Parent Company shall cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary a Guarantor and that guarantees or becomes a borrower guarantor of Indebtedness outstanding under the Senior Credit Agreement Facility or that guarantees guarantees, on the Issue Date or any time thereafter, any other Capital Markets Indebtedness of the Parent(other than Specified Debt) that exceeds $5.0 million in aggregate principal amount, an Issuer or any of the Guarantors to execute and deliver to the Second Lien Trustee Trustees a supplemental indenture substantially in to the form of Exhibit C hereto Indenture pursuant to which such Wholly Owned Restricted Subsidiary will guarantee will, subject to the Guaranteed Obligationsthird succeeding paragraph, irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture;. (b) Each Guarantee will The obligations of each Guarantor shall be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the applicable obligations of such other Guarantor without (i) rendering under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the Guarantee, as it relates to obligations of such Guarantor, voidable Guarantor under applicable law relating to its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefitincluding under Canadian federal or provincial law or U.S. federal or state law, financial assistance, fraudulent or a preference, thin capitalization conveyance, transfer at under value or other challengeable or voidable transaction under Canadian federal and provincial laws and any other applicable laws. (c) Each Note Guarantee shall be released in accordance with Section 10.07. (d) Notwithstanding anything to the contrary contained in this Indenture, retention future Note Guarantee provided pursuant to this Section 4.15 by a Restricted Subsidiary that is organized in a jurisdiction located outside of title claims, capital maintenance rules, general statutory limitations, the United States or Canada may be a Limited Guarantee if the laws Board of Directors or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitationsSenior Management, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all consultation with local counsel, makes a reasonable determination that such limitations applicable are required due to a given Guarantee, the “Applicable Guarantee Limitations”)legal requirements within such jurisdiction.

Future Guarantors. (a) The Parent Company shall cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary a Guarantor and that guarantees or becomes a borrower guarantor of Indebtedness outstanding under the Senior Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of the Guarantors Facility to execute and deliver to the Second Lien Trustee Trustees a supplemental indenture substantially in to the form of Exhibit C hereto Indenture pursuant to which such Wholly Owned Restricted Subsidiary will guarantee will, subject to the Guaranteed Obligationsthird succeeding paragraph, irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) Each Guarantee will The obligations of each Guarantor shall be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the applicable obligations of such other Guarantor without (i) rendering under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the Guarantee, as it relates to obligations of such Guarantor, voidable Guarantor under applicable law relating to its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefitincluding under Canadian federal or provincial law or U.S. federal or state law, financial assistance, fraudulent or a preference, thin capitalization conveyance, transfer at under value or other challengeable or voidable transaction under Canadian federal and provincial laws and any other applicable laws. (c) Each Note Guarantee shall be released in accordance with Section 10.06. (d) Notwithstanding anything to the contrary contained in this Indenture, retention future Note Guarantee provided pursuant to this Section 4.15 by a Restricted Subsidiary that is organized in a jurisdiction located outside of title claims, capital maintenance rules, general statutory limitations, the United States or Canada may be a Limited Guarantee if the laws Board of Directors or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitationsSenior Management, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all consultation with local counsel, makes a reasonable determination that such limitations applicable are required due to a given Guarantee, the “Applicable Guarantee Limitations”)legal requirements within such jurisdiction.

Future Guarantors. (a) The Parent Company shall cause each of its Wholly Owned Restricted Subsidiaries Subsidiary that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Credit Agreement Bank Facilities or that guarantees Guarantees, on the Issue Date or any time thereafter, the Obligations under the Bank Facilities or any other Capital Markets Indebtedness of the Parent, an Issuer Company or any of the Guarantors Guarantor exceeding $10.0 million aggregate principal amount to execute and deliver to the Second Lien Trustee a supplemental indenture substantially to this Indenture, in the form of Exhibit C D attached hereto or in any other form reasonably satisfactory to the Trustee, pursuant to which such Wholly Owned Restricted Subsidiary will guarantee irrevocably and unconditionally Guarantee, on a joint and several basis, the Guaranteed Obligationsfull and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other Obligations under this Indenture (other than Obligations of the Notes of any Series to the extent not required by the provisions of this Indenture (or any amendment, waiver or consent thereto) applicable to such Series). (b) Each Guarantee will The obligations of each Guarantor shall be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Bank Facilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the applicable Obligations of such other Guarantor without (i) rendering under its Note Guarantee or pursuant to its contribution Obligations under this Indenture, result in the Guarantee, as it relates to Obligations of such Guarantor, voidable Guarantor under applicable law relating to its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate state law, . (iic) resulting Each Note Guarantee shall be released in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”)accordance with Section 10.06.

Future Guarantors. (a) The Parent and the Company shall cause each of its Wholly Owned Restricted Subsidiaries Person that is not an Excluded Subsidiary and that guarantees or becomes a borrower under Domestic Restricted Subsidiary (other than a Securitization Subsidiary) following the Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of the Guarantors Issue Date to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in Guarantee at the form time such Person becomes a Domestic Restricted Subsidiary. In addition, the Parent and the Company will cause each of Exhibit C hereto its respective existing non-Guarantor Subsidiaries and each of its respective Foreign Restricted Subsidiaries created or acquired after the Issue Date which has guaran- ▇▇▇▇ or which guarantees any Debt of the Parent or any of its Domestic Restricted Subsidiaries, to execute and deliver to the Trustee a Guarantee pursuant to which such Wholly Owned non-Guarantor Subsidiary or Foreign Restricted Subsidiary will guarantee payment of the Guaranteed Obligations. (b) Each Guarantee Company’s obligations under the Notes on the same terms and conditions as set forth in the guarantee of such other Debt of the Parent or any Domestic Restricted Subsidiary given by such non-Guarantor Subsidiary or Foreign Restricted Subsidiary; provided that if such Debt is by its express terms subordinated in right of payment to the Notes, any such guarantee of such non-Guarantor Subsidiary or Foreign Restricted Subsidiary with respect to such Debt will be subject subordinated in right of payment to such prudential limitations as the Issuer may in good faith determine to add non-Guarantor Subsidiary’s or Foreign Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Debt is subordinated to the Notes; provided, further, however, that any such Guarantee shall also provide by its terms that it will be automatically and unconditionally released upon the release or discharge of such Guarantee and limitations guarantee of payment of such other Debt (except a discharge by or as a result of payment under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without (i) rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”guarantee).

Future Guarantors. (a) The Parent shall After the Issue Date, the Issuer will cause each of its Wholly Owned Domestic Restricted Subsidiaries Subsidiary that is not an Excluded Subsidiary and that guarantees or becomes a acts as co-borrower under the Credit Agreement or that guarantees any First Priority Lien Obligations or any other Capital Markets Indebtedness of the Parent, an Issuer or any of the Guarantors Guarantor to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Wholly Owned Restricted Subsidiary will guarantee become a Guarantor and will unconditionally and irrevocably Guarantee the Guaranteed Obligations. (b) full and prompt payment of the Obligations on the Securities. Each Guarantee of the Securities will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor that entity without (i) rendering the Guarantee, Guarantee as it relates to such GuarantorRestricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally generally. Notwithstanding the foregoing, the Guarantee of the Securities by a Guarantor shall be automatically and unconditionally released and discharged: (1) upon any sale, transfer or other disposition, to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Restricted Subsidiaries, of all or substantially all the assets or Capital Stock of such Guarantor or any holding company of such Guarantor (in each case, whether by merger, consolidation, the sale of all or substantially all of its assets (other than by lease)), if the sale, transfer or other disposition is made in compliance with the covenant described under any applicable mandatory corporate law, Section 5.01 and no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; (2) if the conditions relating to legal defeasance or covenant defeasance or satisfaction and discharge of this Indenture are satisfied in accordance with this Indenture; (3) if the Issuer’s Obligations under this Indenture and the Securities are discharged in accordance with the terms of this Indenture; (4) upon the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (5) (i) upon the release of such Guarantor’s Guarantee under the First Priority Lien Obligations other than as a result of the repayment or termination of the First Priority Lien Obligations or (ii) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or with respect to the laws or regulations (or analogous restrictions) Guarantee of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary Guarantor that was required to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resultingsuch Guarantee pursuant to this Section 4.10, without corresponding limitations, in any (x) material risk upon such Guarantor being unconditionally released and discharged from its liability with respect to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk Indebtedness giving rise to the officers of the applicable Guarantor of civil or criminal liability requirement to provide such Guarantee; or (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”)6) in accordance with Article VIII.

Future Guarantors. (a) The Parent Borrower shall cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any Borrower (other than Indebtedness of the Guarantors Borrower consisting of a guarantee under the Opco Credit Agreement) to execute and deliver to the Second Lien Trustee Administrative Agent a supplemental indenture substantially in the form of Exhibit C hereto Guarantee pursuant to which such Wholly Owned Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Loans on a senior or pari passu basis and all other obligations under this Agreement. Notwithstanding the foregoing, in the event any Guarantor is released and discharged in full from all of its obligations under the guarantees of such other Indebtedness of the Borrower and its Restricted Subsidiaries, then the Guarantee of such Guarantor shall be automatically and unconditionally released or discharged. For the avoidance of doubt, the guarantee by any Restricted Subsidiary of Indebtedness of another Restricted Subsidiary at a time that such Indebtedness is also guaranteed by the Guaranteed Obligations. (b) Borrower shall not constitute a guarantee of Indebtedness of the Borrower. Each future Guarantee will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor that Restricted Subsidiary without (i) rendering the Guarantee, as it relates to such GuarantorRestricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law, (ii) resulting generally. Any future Guarantee shall be released in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”)accordance with Section 9.20.

Future Guarantors. (a) The Parent Company shall cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary a Guarantor and that guarantees or becomes a borrower guarantor of Indebtedness outstanding under the Senior Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of the Guarantors Facility to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in to the form of Exhibit C hereto Indenture pursuant to which such Wholly Owned Restricted Subsidiary will guarantee will, subject to the Guaranteed Obligationsthird succeeding paragraph, irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) Each Guarantee will The obligations of each Guarantor shall be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the applicable obligations of such other Guarantor without (i) rendering under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the Guarantee, as it relates to obligations of such Guarantor, voidable Guarantor under applicable law relating to its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefitincluding under Canadian federal or provincial law or U.S. federal or state law, financial assistance, fraudulent or a preference, thin capitalization conveyance, transfer at under value or other challengeable or voidable transaction under Canadian federal and provincial laws and any other applicable laws. (c) Each Note Guarantee shall be released in accordance with Section 10.06. (d) Notwithstanding anything to the contrary contained in this Indenture, retention future Note Guarantee provided pursuant to this Section 4.15 by a Restricted Subsidiary that is organized in a jurisdiction located outside of title claims, capital maintenance rules, general statutory limitations, the United States or Canada may be a Limited Guarantee if the laws Board of Directors or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitationsSenior Management, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all consultation with local counsel, makes a reasonable determination that such limitations applicable are required due to a given Guarantee, the “Applicable Guarantee Limitations”)legal requirements within such jurisdiction.

Future Guarantors. (a) The Parent shall Issuer will cause each of its Wholly Owned Restricted Subsidiaries Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary and, in each case, is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Term Loan Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of the Guarantors to execute and deliver to the Second Lien Trustee and the Collateral Agent a supplemental indenture substantially in the form of Exhibit C hereto within 20 Business Days of the date of providing such guarantee under the Term Loan Credit Agreement pursuant to which such Wholly Owned Restricted Subsidiary will guarantee payment of the Guaranteed Obligations. (b) Notes and the other Obligations under this Indenture. Each Guarantee by a Restricted Subsidiary will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor that Restricted Subsidiary without (i) rendering the Guarantee, as it relates to such GuarantorRestricted Subsidiary, voidable under applicable law Law relating to fraudulent conveyance or conveyance, fraudulent transfer, preference, transfer at undervalue or similar laws Laws affecting the rights of creditors generally generally. Each Person that becomes a Guarantor after the Issue Date shall also become a party to the applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments and financing statements (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or under any applicable mandatory corporate lawon the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Issue Date (to the extent, (ii) resulting and substantially in any breach of corporate benefitthe form, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, delivered on the Issue Date or the laws or regulations date first delivered, as applicable (or analogous restrictionsbut no greater scope)) of any applicable jurisdiction or any similar principles which as may limit be necessary to vest in the ability of any Foreign Subsidiary Collateral Agent a perfected first-priority security interest (subject to provide Permitted Liens) in properties and assets that constitute Fixed Asset Collateral and a guarantee or may require perfected second-priority security interest (subject to Permitted Liens) in properties and assets that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitationsconstitute Current Asset Collateral, in any (x) material risk either case, as security for such Guarantor’s Guarantee and as may be necessary to have such property or asset added to the officers Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk this Indenture relating to the officers Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Each Guarantee shall be released in accordance with the provisions of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”)Section 12.02.

Future Guarantors. (a) The Parent shall Company will cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower guarantor of Indebtedness outstanding under the USD Revolving Credit Agreement Facility or that guarantees Guarantees any other Capital Markets Indebtedness of the ParentCompany, an the Issuer or any of the Guarantors Guarantor with an aggregate principal amount exceeding $50.0 million that is not a Guarantor to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in to this Indenture the form of Exhibit C which is attached in Schedule 5 hereto pursuant to which such Wholly Owned Restricted Subsidiary will guarantee will, subject to Sections 4.15(c) and (d), irrevocably and unconditionally guarantee, on a joint and several basis, the Guaranteed Obligationsfull and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other Obligations under this Indenture. (b) Each Guarantee The obligations of each Guarantor will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the applicable obligations of such other Guarantor without (i) rendering under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the Guarantee, as it relates to obligations of such Guarantor, voidable Guarantor under applicable law relating to its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or similar laws affecting under applicable law. (c) Each Note Guarantee shall be released in accordance with Section 10.06 of this Indenture. (d) Notwithstanding anything to the rights contrary contained in this Indenture, a Note Guarantee provided pursuant to this Section 4.15 by Guarantors organized in jurisdictions other than Delaware and South Africa may be Limited Guarantees if the Board of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitationsDirectors, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all consultation with local counsel, makes a reasonable determination that such limitations applicable are required due to a given Guarantee, the “Applicable Guarantee Limitations”)legal requirements within such jurisdiction.

Future Guarantors. (a) The Parent H▇▇▇▇ and the Issuer shall cause each of its Wholly Owned Restricted Subsidiaries Person that is not an Excluded Subsidiary and that guarantees or becomes a borrower under Domestic Restricted Subsidiary following the Credit Agreement Issue Date, other than any Captive Insurance Subsidiaries or that guarantees any other Capital Markets Indebtedness of the ParentSecuritization Entities, an Issuer or any of the Guarantors to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in Note Guarantee at the form time such Person becomes a Domestic Restricted Subsidiary. In addition, H▇▇▇▇ and the Issuer will cause each of Exhibit C hereto their existing non-Guarantor Subsidiaries which has Guaranteed or which Guarantees any Debt of H▇▇▇▇, the Issuer, any Guarantor or any Domestic Restricted Subsidiary, other than any such Guarantee or series of related Guarantees of such other Debt relating to aggregate obligations of less than $2 million, to execute and deliver to the Trustee a Guarantee agreement pursuant to which such Wholly Owned non-Guarantor or Foreign Restricted Subsidiary will guarantee Guarantee payment of the Guaranteed Obligations. (b) Each Issuer’s obligations under the Notes for so long as and on the same terms and conditions as set forth in the Guarantee will be subject to of such prudential limitations as other Debt of H▇▇▇▇, the Issuer may in good faith determine any Guarantor or any Restricted Subsidiary given by such non-Guarantor or Restricted Foreign Subsidiary; provided, however, that any such Foreign Restricted Subsidiary will not be required to add to provide a Guarantee if (a) the terms provision of such a Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can would be guaranteed by the applicable Guarantor without (i) rendering the Guaranteeprohibited under, as it relates to such Guarantoror would result in a breach of, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach provision of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of the jurisdiction of organization of such Foreign Restricted Subsidiary or any other applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resultingincluding, without corresponding limitationslimitation, laws relating to corporate benefit, financial assistance, capital preservation, fraudulent preference, thin capitalization rules, and retention of title claims), (b) would result in any (x) material risk to the officers of the applicable Guarantor such Foreign Restricted Subsidiary of contravention of their fiduciary duties and/or of a reasonable likelihood of criminal or any legal prohibition and/or substantial civil liability, (yc) risk would result in costs (tax, administrative or otherwise) that, in the reasonable determination of the Issuer, as evidenced in a H▇▇▇▇ officers’ certificate (with respect to a guarantee or series of related guarantees of other Debt relating to aggregate obligations less than $10 million) or a H▇▇▇▇ board resolution (with respect to a guarantee or series of related guarantees of other Debt relating to aggregate obligations in excess of $10 million) delivered to the officers Trustee, are materially disproportionate to the benefit obtained by the beneficiaries of such Guarantee or (d) result in a breach or default of an agreement binding on such Foreign Restricted Subsidiary (other than an agreement entered into for the applicable Guarantor purpose of civil avoiding the obligation to enter into a Guarantee) that may not be amended or criminal liability (all otherwise modified using commercially reasonable efforts to avoid such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”)breach or default.

Future Guarantors. (a) The After the Issue Date, the Parent shall will cause each Subsidiary of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary and the Parent that guarantees (i) any Debt Facility of the Issuer, the Parent or becomes a borrower under the Credit Agreement or that guarantees any other Guarantor with an aggregate principal amount of $100.0 million or more or (ii) any Material Capital Markets Indebtedness Debt issued by the Issuer, the Parent or any other Guarantor to, within 45 days of the Parentincurrence of such guarantee, an Issuer or any of the Guarantors to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in the form of Exhibit C hereto to this Indenture pursuant to which such Wholly Owned Restricted Subsidiary of the Parent will guarantee payment of the Guaranteed ObligationsNotes on the same terms and conditions as those set forth in this Indenture; provided that such Subsidiary shall not be obliged to become a Guarantor to the extent and for so long as the granting of such Guarantee could give rise to or result in: (i) any breach or violation of general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference or thin capitalization rules, retention of title to claims or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; or (ii) any risk or liability for the officers, directors or shareholders of such Subsidiary (or, in the case of a Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (iii) any cost, expense, liability or obligation (including with respect to any Taxes) to the extent such cost, expense, liability or obligation are disproportionate to the benefit obtained by the holders of the Notes with respect to the receipt of the guarantee (as determined in good faith by the Issuer). (b) Each To the extent any Subsidiary of the Parent is required to provide a Guarantee under Section 4.09(a), such Guarantee will be subject limited as necessary to such prudential limitations as the Issuer may in good faith determine recognize certain defenses generally available to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount guarantors (including those that can be guaranteed by the applicable Guarantor without (i) rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating relate to fraudulent conveyance or fraudulent transfer transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws laws, regulations or defenses affecting the rights of creditors generally generally) or other considerations under any applicable mandatory corporate law. (c) Within 30 days after the Issue Date, each of Maidenform Brands Spain, S.R.L Unipersonal, a Spanish limited liability company (ii) resulting in any breach of corporate benefitsociedad de responsabilidad limitada), financial assistanceHBI Italy Acquisition Co. S.r.l., fraudulent preferencean Italian limited liability company (societàa responsabilitàlimitata), thin capitalization lawsand Hanesbrands Australia Acquisition Co. Pty Ltd, retention of title claimsan Australian proprietary limited company, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk shall execute and deliver to the officers Trustee a supplemental indenture substantially in the form of Exhibit C to this Indenture pursuant to which each such Subsidiary shall guarantee payment of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to Notes on the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”)same terms and conditions as those set forth in this Indenture.

Future Guarantors. (a) The Parent Company shall cause each of its Wholly Owned Restricted Subsidiaries Subsidiary that is not an Excluded Subsidiary and that guarantees or from time to time becomes a borrower under the Credit Agreement Bank Facility or that guarantees any Guarantees the Obligations under the Bank Facility, the Second Lien Notes and the Third Lien Notes or that (x) Guarantees other Capital Markets Indebtedness of the Parent, an Issuer Company or any of Restricted Subsidiary or (y) Incurs any Indebtedness (other than intercompany Indebtedness owing to the Guarantors Company or its Subsidiaries), in each case exceeding (i) $10.00 million in aggregate principal amount or (ii) together with all other Restricted Subsidiaries that do not Guarantee the First Lien Notes, $100.00 million in aggregate principal amount outstanding at any one time, to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in the form of Exhibit C hereto to this First Lien Indenture pursuant to which such Wholly Owned Restricted Subsidiary will guarantee irrevocably and unconditionally Guarantee, on a joint and several basis, the Guaranteed Obligationsfull and prompt payment of the principal of, premium, if any, and interest in respect of the First Lien Notes on a senior basis and all other Obligations under this First Lien Indenture. (b) Each Guarantee will The obligations of each Guarantor shall be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Bank Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the applicable Obligations of such other Guarantor without (i) rendering under its Note Guarantee or pursuant to its contribution Obligations under this First Lien Indenture, result in the Guarantee, as it relates to Obligations of such Guarantor, voidable Guarantor under applicable law relating to its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate state law, . (iic) resulting Each Note Guarantee shall be released in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”)accordance with Section 10.06.

Future Guarantors. (a) The Parent may cause any Subsidiary of the Parent or the Company to become a Guarantor by guaranteeing all principal, premium, if any, and interest on the Notes on a senior subordinated basis in accordance with the terms of this Indenture. The Parent and the Company shall cause each all present and future Subsidiaries of its Wholly Owned Restricted Subsidiaries the Parent and the Company that is not an Excluded Subsidiary and that guarantees or becomes a borrower guarantee any Indebtedness under the Credit Agreement to jointly and severally, irrevocably and unconditionally, guarantee all principal, premium, if any, and interest on the Notes on a senior subordinated basis on or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of the Guarantors to execute and deliver prior to the Second Lien Trustee time such Subsidiaries guarantee any Indebtedness under the Credit Agreement by executing a supplemental indenture indenture, substantially in the form of attached as Exhibit C hereto pursuant to which such Wholly Owned Restricted Subsidiary will guarantee the Guaranteed Obligations. (b) Each Guarantee will be subject to such prudential limitations as the Issuer may E. Notwithstanding anything in good faith determine to add this Indenture to the terms contrary, if any Subsidiary of such Guarantee and limitations under applicable law and limited to an amount the Company or the Parent (including Non-Guarantor Subsidiaries) that is not to exceed a Guarantor guarantees any of the maximum amount that can be guaranteed by the applicable Guarantor without (i) rendering the Guarantee, as it relates to such Company's Indebtedness or any Indebtedness of any Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws Company or regulations the Parent or any Subsidiary of the Company or the Parent, individually or collectively, pledges more than 66% of the Voting Equity Interests of a Subsidiary that is not a Guarantor (or analogous restrictionsincluding Non-Guarantor Subsidiaries) of any applicable jurisdiction the Company or any similar principles which may limit Guarantor to a lender to secure Indebtedness of the ability Company (other than Indebtedness under the Credit Agreement) or any Indebtedness of any Foreign Guarantor (other than Indebtedness under the Credit Agreement), then such Subsidiary to provide must become a guarantee or may require that Guarantor, by executing a supplemental indenture, substantially in the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”).form attached as Exhibit E.

Future Guarantors. (a) The Parent shall Company will cause each Restricted Subsidiary (other than an Excluded Subsidiary) created or acquired by the Company or one or more of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of the Guarantors to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in the form of Exhibit C hereto to this Indenture pursuant to which such Wholly Owned Restricted Subsidiary will guarantee irrevocably and unconditionally Guarantee, on a joint and several basis, the Guaranteed Obligationsfull and prompt payment of the principal of, premium, if any, and interest on the Notes on a senior secured first-priority basis and all other obligations under this Indenture. (b) Each Guarantee will be subject Notwithstanding the foregoing, at each time of distribution of annual or quarterly financial information pursuant to clauses (1) or (2) of Section 4.03(a), the Company shall calculate the total assets and net sales of all Immaterial Subsidiaries of the Company. In the event that the total assets or net sales of all Immaterial Subsidiaries would exceed 12.0% of the Company’s consolidated total assets or net sales, in each case determined in accordance with GAAP and as shown on the Company’s consolidated balance sheet as of the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available and its consolidated statement of operations for the period of the most recent four consecutive fiscal quarters ending on such prudential limitations balance sheet date, the Company shall, within 45 days of the date of distribution of such financial information, cause one or more Immaterial Subsidiaries of the Company to provide Note Guarantees as the Issuer may in good faith determine to add and to the terms extent required to cause the total assets and net sales of such Guarantee and limitations under applicable law and limited to an amount all Immaterial Subsidiaries of the Company not to exceed 12.0% of the Company’s consolidated total assets or net sales. (c) The obligations of each Guarantor will be limited to the maximum amount that can be guaranteed as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the applicable Obligations of such other Guarantor without (i) rendering under its Note Guarantee or pursuant to its contribution Obligations under this Indenture, result in the Guarantee, as it relates to Obligations of such Guarantor, voidable Guarantor under applicable law relating to its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or similar laws affecting state law. (d) Each Person that becomes a Guarantor after the rights Issue Date shall also become a party to the applicable Collateral Documents, the Collateral Cooperation Agreement and the Intercreditor Agreements and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of creditors generally trust (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or under any applicable mandatory corporate lawon the date first delivered in the case of Mortgages and certificates and opinions of counsel (to the extent, (ii) resulting and substantially in any breach of corporate benefitthe form, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, delivered on the Issue Date or the laws date first delivered in the case of Mortgages (but no greater scope)) as may be necessary to vest in the Collateral Agent a perfected first-priority security interest (subject to Permitted Liens) in properties and assets that constitute Collateral as security for such Guarantor’s Note Guarantee and as may be necessary to have such property or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk asset added to the officers Collateral as required under the Collateral Documents, the Collateral Cooperation Agreement and this Indenture, and thereupon all provisions of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk this Indenture relating to the officers Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. (e) Each Note Guarantee shall be released in accordance with the provisions of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”)Section 10.06.

Future Guarantors. (a) The Parent shall Company will cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower guarantor of Indebtedness outstanding under the USD Revolving Credit Agreement Facility or that guarantees Guarantees any other Capital Markets Indebtedness of the Parent, an Issuer Company or any of the Guarantors Guarantor with an aggregate principal amount exceeding $50.0 million that is not a Guarantor to execute and deliver to the Second Lien Trustee a supplemental indenture substantially in to this Indenture the form of Exhibit C which is attached in Schedule 5 hereto pursuant to which such Wholly Owned Restricted Subsidiary will guarantee will, subject to Sections 4.15(c) and (d), irrevocably and unconditionally guarantee, on a joint and several basis, the Guaranteed Obligationsfull and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other Obligations under this Indenture. (b) Each Guarantee The obligations of each Guarantor will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the applicable obligations of such other Guarantor without (i) rendering under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the Guarantee, as it relates to obligations of such Guarantor, voidable Guarantor under applicable law relating to its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or similar laws affecting under applicable law. (c) Each Note Guarantee shall be released in accordance with Section 10.06 of this Indenture. (d) Notwithstanding anything to the rights contrary contained in this Indenture, a Note Guarantee provided pursuant to this Section 4.15 by Guarantors organized in jurisdictions other than Delaware and South Africa may be Limited Guarantees if the Board of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitationsDirectors, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all consultation with local counsel, makes a reasonable determination that such limitations applicable are required due to a given Guarantee, the “Applicable Guarantee Limitations”)legal requirements within such jurisdiction.