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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Restricted SubsidiariesDomestic Subsidiaries that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees or otherwise becomes an obligor of other capital markets debt securities of the Issuer or any Guarantor), other than (a) an Excluded Restricted Subsidiary, (b) an MSR Facility Trust, a Securitization Entity or a Warehouse Facility Trust, (c) a Guarantor or the Issuer(d) a Foreign Subsidiary, a Domestic Subsidiary of a Foreign Subsidiary which is a CFC or a FSHCO, to guarantee or otherwise become an obligor of (i) any Credit Facility permitted under Section 10.11(b)(1) or (ii) capital markets debt securities of the payment of any First Lien Obligations, including any Indebtedness (Issuer or any interest on such Indebtednessother Guarantor in an aggregate principal amount in excess of the greater of (x) under the Senior Credit Facilities$80.0 million and (y) 2.25% of Consolidated Tangible Net Worth, the NXP Notes and the Existing Secured Notes unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, Indenture in substantially the form of which is attached as Exhibit D hereto, A hereto providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee Guarantee; provided that this Section 10.15 shall not be applicable to any guarantee or otherwise; and (3) such obligation of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (including, without limitation, all laws relating 1) above. Each Guarantee shall be released in accordance with the provisions of this Indenture pursuant to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityArticle Twelve.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor Guarantor, a Receivables Subsidiary, a Foreign Subsidiary, any CFC or the Issuerany CFC Holdco, to guarantee the payment of Indebtedness of the Issuer or a Guarantor under any First Lien Obligations, including any Indebtedness (Credit Facility or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1) capital markets debt securities unless such Restricted Subsidiary within 30 days (i) executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted SubsidiarySubsidiary and (ii) executes and delivers a supplement or joinder to the Notes Collateral Documents or new Notes Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor: (a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) . The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take be required to comply with the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity30-day period described above.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Issuer will not permit any of its Restricted SubsidiariesSubsidiary, other than a Guarantor or the IssuerGuarantor, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under the Senior Credit FacilitiesFacilities or any Public Debt issued by the Issuer or a Restricted Subsidiary, the NXP Notes and the Existing Secured Notes unless: (1a) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the any Issuer or any Guarantor, Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeGuarantee of the Notes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee substantially to the same extent as such Indebtedness is subordinated to the NotesNotes or such Guarantor’s Guarantee; (2b) such supplemental indenture shall provide that such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseuntil all amounts then due and payable by the Co-Issuers with respect to the Notes shall have been paid in full; and (3c) such Restricted Subsidiary shall deliver have delivered to the Trustee an Opinion of Counsel Officer’s Certificate stating that all conditions precedent provided for or relating to the effect that: execution of the supplemental indenture providing for a Guarantee have been complied with; provided that this Section 1015 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (Aa) above. Each Person that becomes a Guarantor after the Issue Date shall also become a party to the applicable Security Documents and shall execute and deliver within the time period set forth in Section 1023 of this Indenture or the Security Documents such Guarantee has been duly security instruments, financing statements, mortgages, deeds of trust and other related real estate deliverables (in substantially the same form of as, and to the same extent as, those executed and authorized; and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral delivered after the Issue Date as may be necessary to give the applicable Notes Collateral Agent a perfected (Bor equivalent under applicable law) such Guarantee constitutes a valid, binding security interest (subject to Agreed Security Principles and enforceable obligation Permitted Liens) in properties and assets of such Restricted Subsidiary, except insofar Guarantor (other than Excluded Assets) as enforcement thereof security for such Guarantor’s Guarantee and as may be limited by bankruptcynecessary to have such property or assets added to the Collateral as required under the Security Documents and Section 1023 of this Indenture, insolvency or similar laws (including, without limitation, and thereupon all laws provisions of this Indenture relating to fraudulent transfers) the Collateral shall be deemed to relate to such properties and except insofar as enforcement thereof is subject assets to general principles the same extent and with the same force and effect. Each Guarantee shall be released in accordance with the provisions of equitySection 1208 of this Indenture.

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

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

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

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

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

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

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

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

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

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Restricted Subsidiaries, other than a Guarantor or the Issuera special purpose Restricted Subsidiary formed in connection with a Receivables Facility, to guarantee the payment of (i) the ABL Revolving Credit Facility or the Term Loan Facility or (ii) any First Lien Obligationsother capital markets debt securities, including any term loans or other similar Indebtedness of the Issuer or a Guarantor (other than Indebtedness payable to the Issuer or any interest on such Indebtednessa Guarantor) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, Indenture providing for a Guarantee by such Restricted SubsidiarySubsidiary which shall be substantially in the form attached as Exhibit A hereto; provided, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantorhowever, that, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s GuaranteeGuarantee of the Notes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, of any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseGuarantee; and (3) such provided, however, that this Section 1015 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver to that existed at the Trustee an Opinion of Counsel to the effect that: (A) time such Guarantee has been duly executed Person became a Restricted Subsidiary and authorized; and (B) was not incurred in connection with, or in contemplation of, such Guarantee constitutes Person becoming a valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, except insofar as enforcement thereof may in its sole discretion, to cause any Subsidiary that is not otherwise required to be limited by bankruptcya Guarantor to become a Guarantor, insolvency or similar laws in which case such Subsidiary shall not be required to comply with the 30-day period described in clause (including, without limitation, all laws relating to fraudulent transfers1) and except insofar as enforcement thereof is subject to general principles of equitythis Section 1015.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee the ABL Obligations and/or Capital Markets Indebtedness of the Issuer or any Guarantor), other than a Guarantor or the Issueran Excluded Subsidiary, to guarantee the payment of any First Lien Obligations, including (i) any Indebtedness (including, for the avoidance of doubt, commitments in respect thereof) of the Issuer or any interest on such Indebtedness) other Guarantor under the Senior Credit Facilities, ABL Facility or (ii) Capital Markets Indebtedness of the NXP Notes and the Existing Secured Notes Issuer or any Guarantor having an aggregate principal amount outstanding in excess of $10.0 million unless: (1a) such Restricted Subsidiary within 30 45 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D C hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes Securities or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Securities; and (2b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwise; and (3) such Guarantee, provided that this Section 4.17 shall not be applicable to any guarantee of any Restricted Subsidiary shall deliver that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Each Guarantee will be limited, to the Trustee extent enforceable, to an Opinion of Counsel amount not to exceed the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a validmaximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, binding and enforceable obligation of as it relates to such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. The Issuer may elect, in its sole discretion, to cause any Restricted Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Restricted Subsidiary will not be required to comply with clause (includingi) or (ii) of this Section 4.17 and such Guarantee may be released at any time in the Issuer’s sole discretion; provided that at the time of such release, without limitationno Default or Event of Default shall have occurred and be continuing or would occur as consequences thereof. Each Guarantee shall be released in accordance with Section 10.02(b) or (c), all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityapplicable.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall Issuer and RDA will not permit any of its Restricted Subsidiaries, other than Subsidiary that is not a Subsidiary Guarantor or the Issuera special-purpose Restricted Subsidiary formed in connection with Receivables Facilities, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1A) such Restricted Subsidiary within 30 days executes and delivers a within 10 business days supplemental indenture indentures to this Indenture, Indenture and joinders or supplements to Registration Rights Agreements and the form of which is attached as Exhibit D hereto, Security Documents providing for a Guarantee first-priority secured guarantee of payment of the Notes by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s GuaranteeGuarantee of the Notes, any such guarantee by of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee of the Notes; (2B) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result in relation to the Holders in respect of any payment by such Person Restricted Subsidiary under its Guarantee guarantee until payment in full of the Obligations under this Indenture; (C) such Restricted Subsidiary shall take such action as may be reasonably necessary to cause its property and assets that are of the type which would constitute Collateral under the Security Documents to be made subject to the Lien of the Security Documents in the manner and to the extent required in the Indenture or otherwiseany of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Indenture and Security Documents; and (3D) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A1) such Guarantee of the Notes has been duly executed and authorized; and (B2) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary: (x) that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (y) of Senior Indebtedness and any refunding, refinancing or replacement thereof in each case to the extent it is not incurred pursuant to a syndicated loan, registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged as provided in Section 10.2(c).

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

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

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

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

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

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

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

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

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

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

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

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company (a) Parent shall not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor in a principal amount in excess of the greater of $35.0 million and 10.0% of LTM EBITDA), other than a Guarantor or the Issuer, a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of (i) any First Lien Obligations, including any Indebtedness Credit Facility permitted under Section 4.09(b)(i) hereof or (ii) capital markets debt securities of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes other Guarantor unless: (1i) such Restricted Subsidiary within 30 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, Indenture the form of which is attached as Exhibit D hereto, hereto providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor Parent or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee until payment in full of Obligations under this Indenture; provided, that this Section 4.15 shall not be applicable (x) to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or otherwise; andin contemplation of, such Person becoming a Restricted Subsidiary, or (y) in the event that the Guarantee of the Issuer’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. (3b) Parent may elect, in its sole discretion, to cause or allow any Restricted Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Restricted Subsidiary shall deliver not be required to comply with the 60-day period described above and such Guarantee may be released at any time in Parent’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the time of the release of such Guarantee) assuming such Subsidiary were not a Guarantor at such time. (c) If any Guarantor becomes an Immaterial Subsidiary, Parent shall have the right, by delivery of a supplemental indenture executed by the Parent to the Trustee an Opinion of Counsel Trustee, to cause such Immaterial Subsidiary to automatically and unconditionally cease to be a Guarantor, subject to the effect that: requirement described in the first paragraph above that such Subsidiary shall be required to become a Guarantor if it ceases to be an Immaterial Subsidiary (A) except that if such Guarantee Subsidiary has been duly executed and authorizedproperly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); and (B) provided that such Immaterial Subsidiary shall not be permitted to Guarantee constitutes the Senior Secured Credit Facilities or other Indebtedness of the Issuer or the Guarantors, unless it again becomes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityGuarantor.

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

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

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

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company Issuer shall not permit any of its domestic Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and domestic non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Restricted Subsidiary or guarantee Obligations under a Credit Facility), other than a Guarantor or the IssuerGuarantor, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes Restricted Subsidiary unless: (1A) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture and joinder or supplement to this Indenture, the form of which is attached as Exhibit D hereto, Registration Rights Agreement (if such Restricted Subsidiary’s registration obligations thereunder have not yet been completed) providing for a senior Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any GuarantorRestricted Subsidiary, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or or, in the case of a Guarantor, such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such Guarantor’s Guarantee substantially to the same extent as such Indebtedness is subordinated to the NotesNotes or such Guarantor’s Guarantee; (2B) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee or otherwiseuntil payment in full of Obligations under this Indenture; and (3C) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A1) such Guarantee has been duly executed and authorized; and (B2) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this Section 3.7 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall only be required to comply with Sections 3.7(a)(C)(1) and (2) above.

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

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

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

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

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company shall Issuer will not permit any of its Wholly-Owned Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiary guarantees Indebtedness under a Credit Facility), other than a Guarantor or the Issueran Excluded Subsidiary, to guarantee the payment of any First Lien Obligations, including any Indebtedness (of the Issuer or any interest on such IndebtednessGuarantor under a Credit Facility incurred under Section 4.09(b)(i) under or having an aggregate principal amount outstanding in excess of the Senior Credit Facilities, greater of (x) $50.0 million and (y) 8.5% of Run-Rate Adjusted EBITDA of the NXP Notes and Issuer for the Existing Secured Notes most recently ended Test Period unless: (1i) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor: (A) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture will be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;; and (2ii) such Restricted Subsidiary waives and shall will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against any Guarantor the Issuer or any other Restricted Subsidiary as a result of any payment by such Person Restricted Subsidiary under its Guarantee; provided, this Section 4.15 will not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (i) or (ii) of this Section 4.15(a) and such Guarantee or otherwise; andmay be released at any time in the Issuer’s sole discretion. (3b) such Restricted Subsidiary shall deliver Each Person that becomes a Guarantor after the Issue Date shall, subject to the Trustee an Opinion provisions of Counsel the Collateral and Guarantee Requirement and any applicable limitation in this Indenture and any Notes Security Document, also become a party to the effect that: applicable Notes Security Documents pursuant to the terms of this Indenture and, within the time periods set forth in this Indenture and the applicable Notes Security Documents; shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (A) such Guarantee has been duly in substantially the same form as those executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of such Restricted Subsidiary, except insofar as enforcement thereof Collateral that this Indenture provides may be limited delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered, as applicable (but no greater scope)) as may be necessary to vest in the Notes Collateral Agent a perfected first-priority security interest (subject to Liens permitted by bankruptcySection 4.12 and Permitted Liens) in properties and assets that constitute Collateral, insolvency as security for such Guarantor’s Guarantee; and as may be necessary have such property or similar laws (includingasset added to the Collateral as required under, without limitationand subject to the limitations set forth in, the Notes Security Documents and this Indenture, and thereupon all laws provisions of this Indenture relating to fraudulent transfers) the Collateral shall be deemed to relate to such properties and except insofar as enforcement thereof is subject assets to general principles of equitythe same extent and with the same force and effect.

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

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

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

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall Issuer will not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of its the Issuer or any Restricted SubsidiariesSubsidiary), other than a Guarantor or the Issueran Excluded Subsidiary, to guarantee the payment of any First Lien Obligations, including any capital markets debt securities or Indebtedness (or any interest on such Indebtedness) under the Senior Secured Credit FacilitiesFacilities or the 2025 Notes, in each case of the NXP Notes and the Existing Secured Notes Issuer or any Guarantor unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;Notes or such Guarantor’s Guarantee; and (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the effect that: Trustee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall only be required to execute and deliver a supplemental indenture to this Indenture providing for a Guarantee by such Subsidiary. If any Guarantor becomes an Immaterial Subsidiary or an Excluded Subsidiary, the Issuer shall have the right, by execution and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary or Excluded Subsidiary to cease to be a Guarantor, subject to the requirement in the first paragraph of this Section 4.15 that such Subsidiary shall be required to become a Guarantor if it ceases to be an Immaterial Subsidiary or Excluded Subsidiary (A) except that if such Guarantee Subsidiary has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted properly designated as an Unrestricted Subsidiary, except insofar as enforcement thereof may it shall not be limited by bankruptcyso required to become a Guarantor or execute a supplemental indenture); provided further that such Immaterial Subsidiary or Excluded Subsidiary shall not be permitted to guarantee the Senior Secured Credit Facilities, insolvency the 2025 Notes or similar laws (includingcapital markets debt securities of the Issuer or the other Guarantors, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityunless it again becomes a Guarantor.

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

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

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit In the event that any of its Restricted Subsidiaries, Subsidiary (other than a Guarantor Subsidiary Guarantor), directly or the Issuerindirectly, to guarantee the payment of any First Lien Obligations, including guarantees any Indebtedness of the Company other than the Securities (or any interest on such the "Other Indebtedness) under the Senior Credit Facilities"), the NXP Notes Company shall cause such Re- stricted Subsidiary to concurrently guarantee (a "Subsidiary Guarantee") the Company's obligations under this Indenture and the Existing Secured Notes unless: (1) Securities to the same extent that such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indentureguaranteed the Company's obligations under the Other Indebtedness (including waiver of subrogation, the form of which if any); provided, however, that if such Other Indebtedness is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of (i) not Subordinated Indebtedness of the Issuer Company, the Subsidiary Guarantee shall be pari passu in right of payment with the guarantee of the Other Indebtedness or any Guarantor(ii) Subordinated Indebtedness of the Company, if such Indebtedness is by its express terms subordinated the Subsidiary Guarantee shall be senior in right of payment to the Notes guarantee of the Other Indebtedness; provided, further, however, that each Subsidiary issuing a Subsidiary Guarantee will be automatically and unconditionally released and discharged from its obligations under such Subsidiary Guarantee upon the release or discharge of the guarantee of the Other Indebtedness that resulted in the creation of such Guarantor’s Subsidiary Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent except a discharge or release by, or as such Indebtedness is subordinated to the Notes; (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage a result of, any rights payment under the guarantee of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other such Other Indebtedness by such Subsidiary Guarantor. The Company shall cause each Restricted Subsidiary as issuing a result of any payment by such Person under its Subsidiary Guarantee or otherwise; and to (3i) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Securities and this Indenture on the terms set forth in Article Eleven, (ii) execute and deliver a Subsidiary Guarantee substantially in the form set forth on Exhibit B hereto, (iii) deliver to the Trustee an Opinion opinion of Counsel to the effect that: (A) counsel that such Guarantee supplemental indenture has been duly authorized, executed and authorized; and (B) delivered by such Guarantee Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof Subsidiary (which opinion may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating subject to fraudulent transferscustomary assumptions and qualifications) and except insofar (iv) execute and deliver to the Initial Purchasers (as enforcement thereof is subject defined in the Registration Rights Agreement) a counterpart to general principles the Registration Rights Agreement as a Subsidiary Guarantor thereunder. Thereafter, such Restricted Subsidiary shall (unless released in accordance with the terms of equitythis Indenture) be a Subsidiary Guarantor for all purposes of this Indenture.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company (a) Holdings shall not permit any of its Restricted SubsidiariesWholly-Owned Subsidiary, other than the Issuer, a Subsidiary Guarantor or the Issuera Foreign Subsidiary, to guarantee the payment of any First Lien Obligations, including (1) any Indebtedness (of Holdings, the Issuer or any interest on such Indebtedness) other Subsidiary Guarantor under the Senior Credit FacilitiesFacilities or (2) any other Indebtedness of Holdings, the NXP Notes and the Existing Secured Notes Issuer or any other Subsidiary Guarantor pursuant to a credit facility or debt securities that has an aggregate principal amount greater than $100,000,000, unless: (1) , in either case, such Restricted Subsidiary Wholly-Owned Subsidiary, within 30 45 days of making any such guarantee, executes and delivers a supplemental indenture to this Indenture, substantially in the form of which is attached as Exhibit D B hereto, providing for a Note Guarantee by such Restricted Wholly-Owned Subsidiary, except that with respect to a guarantee of . (b) If any Indebtedness of the Issuer or any Guarantor, if such Indebtedness being guaranteed is by its express terms subordinated in right of payment to the Notes or such the relevant Note Guarantor’s Note Guarantee, as the case may be, any such guarantee of such Indebtedness by such Restricted Wholly-Owned Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee the Notes or its Note Guarantee, as applicable, substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) such Notes or the relevant Note Guarantee. Holdings may elect, in its sole discretion, to cause any Restricted Subsidiary waives that is not the Issuer and shall not otherwise required to be a Subsidiary Guarantor to become a Subsidiary Guarantor, in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) which case such Restricted Subsidiary shall deliver not be required to comply with the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity45-day period described in Section 4.09(a).

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

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