Common use of AUTHORIZATION OF NOTES; GUARANTEES Clause in Contracts

AUTHORIZATION OF NOTES; GUARANTEES. (a) The Issuer will authorize the issue and sale of US$65,000,000 aggregate principal amount of its Senior Notes due June 15, 2018 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 15). The Notes shall be substantially in the form set out in Exhibit 1(a). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. (b) The payment by the Issuer of all amounts due with respect to the Notes shall be absolutely and unconditionally guaranteed by (i) each of the Original Subsidiary Guarantors that is a U.S. Guarantor pursuant to the Unconditional Guarantee contained in Section 13, (ii) the Parent Guarantor, which owns all of the outstanding equity interests of the Issuer, and each of the Original Subsidiary Guarantors that is an English Guarantor pursuant to a Guarantee Agreement in substantially the form of Exhibit 1(b)(i) (each an “English Guarantee Agreement”), and (iii) each Subsidiary (each an “Additional Subsidiary Guarantor”) which, after the date of this Agreement, becomes a party hereto pursuant to a Joinder Agreement in substantially the form of Exhibit 1(b)(ii) (each a “Joinder Agreement”) and guarantees the Notes pursuant to such Joinder Agreement, an English Guarantee Agreement or a guarantee agreement in form and substance satisfactory to the Required Holders, but shall exclude at such time any Subsidiary theretofore released from its obligations as a Subsidiary Guarantor pursuant to Section 9.31.

AUTHORIZATION OF NOTES; GUARANTEES. (a) The Issuer Company will authorize the issue and sale of US$65,000,000 U.S.$350,000,000 aggregate principal amount of its 4.35% Series I Senior Guaranteed Notes due June 15, 2018 2021 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1514 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1(a), with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. (b) The payment by of the Issuer of all amounts due principal of, interest on, and Make-Whole Amounts or Modified Make-Whole Amounts, if any, with respect to the Notes shall and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by (i) each of the Original Subsidiary Guarantors that is a U.S. Guarantor Parent pursuant to the Unconditional Guarantee contained guarantee provided in Section 13, (ii) the Parent Guarantor, which owns all of Guarantee (the outstanding equity interests of the Issuer, and each of the Original Subsidiary Guarantors that is an English Guarantor pursuant to a Guarantee Agreement “Parent Guarantee”) substantially in substantially the form of Exhibit 1(b)(i1(b) hereto. (each an “English Guarantee Agreement”)c) The payment of the principal of, interest on, and (iii) each Make-Whole Amounts or Modified Make-Whole Amounts, if any, with respect to the Notes and the performance by the Company of its obligations under this Agreement will be guaranteed by the Initial Subsidiary (each an “Guarantor and any Additional Subsidiary Guarantor, pursuant to the Subsidiary Guarantee (the “Subsidiary Guarantee” and, together with this Agreement and the Parent Guarantee, the “Agreements”) which, after the date of this Agreement, becomes a party hereto pursuant to a Joinder Agreement substantially in substantially the form of Exhibit 1(b)(ii1(c) (each a “Joinder Agreement”) and guarantees the Notes pursuant to such Joinder Agreement, an English Guarantee Agreement or a guarantee agreement in form and substance satisfactory to the Required Holders, but shall exclude at such time any Subsidiary theretofore released from its obligations as a Subsidiary Guarantor pursuant to Section 9.31hereto.

AUTHORIZATION OF NOTES; GUARANTEES. (a) The Issuer will authorize Company has authorized the issue and sale of US$65,000,000 €50,000,000 aggregate principal amount of its 3.75% Series G Senior Guaranteed Notes due June 15, 2018 2017 (the “Notes”, such term to include together with any such notes Notes issued in substitution therefor pursuant to Section 1514, and as amended, restated or otherwise modified from time to time, the “Series G Notes”) and €50,000,000 aggregate principal amount of its 4.25% Series H Senior Guaranteed Notes due 2020 (together with any such Notes issued in substitution therefor pursuant to Section 14, and as amended, restated or otherwise modified from time to time, the “Series H Notes”, and together with the Series G Notes, the “Notes”). The Notes shall be considered “obbligazioni” of the Company pursuant to Articles 2410 et seq. of the Italian Civil Code and shall be substantially in the form forms set out in Exhibit 1(a1(a)(i) and Exhibit 1(a)(ii), respectively, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. (b) The payment by of the Issuer of all amounts due principal of, interest on, and Make-Whole Amounts or Modified Make-Whole Amounts, if any, with respect to the Notes shall and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by (i) each of the Original Initial Subsidiary Guarantors that is a U.S. Guarantor and any Additional Subsidiary Guarantor, pursuant to the Unconditional Subsidiary Guarantee contained (as amended, restated or otherwise modified from time to time, the “Subsidiary Guarantee”) substantially in Section 13, (ii) the Parent Guarantor, which owns all of the outstanding equity interests of the Issuer, and each of the Original Subsidiary Guarantors that is an English Guarantor pursuant to a Guarantee Agreement in substantially the form of Exhibit 1(b)(i1(b) (each an “English Guarantee Agreement”), and (iii) each Subsidiary (each an “Additional Subsidiary Guarantor”) which, after the date of this Agreement, becomes a party hereto pursuant to a Joinder Agreement in substantially the form of Exhibit 1(b)(ii) (each a “Joinder Agreement”) and guarantees the Notes pursuant to such Joinder Agreement, an English Guarantee Agreement or a guarantee agreement in form and substance satisfactory to the Required Holders, but shall exclude at such time any Subsidiary theretofore released from its obligations as a Subsidiary Guarantor pursuant to Section 9.31hereto.

AUTHORIZATION OF NOTES; GUARANTEES. (a) The Issuer Company will authorize the issue and sale of US$65,000,000 U.S.$50,000,000 aggregate principal amount of its 5.19% Series D Senior Guaranteed Notes due June 152017 (the “Series D Notes”), 2018 U.S.$50,000,000 aggregate principal amount of its 5.75% Series E Senior Guaranteed Notes due 2020 (the “Series E Notes”) and U.S.$75,000,000 aggregate principal amount of its 5.39% Series F Senior Guaranteed Notes due 2019 (the “Series F Notes” and, together with the Series D Notes and the Series E Notes, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1514 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1(a1(a)(i) — (iii), with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. (b) The payment by of the Issuer of all amounts due principal of, interest on, and Make-Whole Amounts or Modified Make-Whole Amounts, if any, with respect to the Notes shall and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by (i) each of the Original Subsidiary Guarantors that is a U.S. Guarantor Parent pursuant to the Unconditional Guarantee contained guarantee provided in Section 13, (ii) the Parent Guarantor, which owns all of Guarantee (the outstanding equity interests of the Issuer, and each of the Original Subsidiary Guarantors that is an English Guarantor pursuant to a Guarantee Agreement “Parent Guarantee”) substantially in substantially the form of Exhibit 1(b)(i1(b) hereto. (each an “English Guarantee Agreement”)c) The payment of the principal of, interest on, and (iii) each Make-Whole Amounts or Modified Make-Whole Amounts, if any, with respect to the Notes and the performance by the Company of its obligations under this Agreement will be guaranteed by the Initial Subsidiary (each an “Guarantor and any Additional Subsidiary Guarantor, pursuant to the Subsidiary Guarantee (the “Subsidiary Guarantee” and, together with this Agreement and the Parent Guarantee, the “Agreements”) which, after the date of this Agreement, becomes a party hereto pursuant to a Joinder Agreement substantially in substantially the form of Exhibit 1(b)(ii1(c) (each a “Joinder Agreement”) and guarantees the Notes pursuant to such Joinder Agreement, an English Guarantee Agreement or a guarantee agreement in form and substance satisfactory to the Required Holders, but shall exclude at such time any Subsidiary theretofore released from its obligations as a Subsidiary Guarantor pursuant to Section 9.31hereto.

AUTHORIZATION OF NOTES; GUARANTEES. (a) The Issuer will authorize the issue and sale of US$65,000,000 aggregate principal amount of its Senior Secured Notes due June 15, 2018 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 15). The Notes shall be substantially in the form set out in Exhibit 1(a). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. (b) The payment by the Issuer of all amounts due with respect to the Notes shall be absolutely and unconditionally guaranteed by (i) each of the Original Subsidiary Guarantors that is a U.S. Guarantor pursuant to the Unconditional Guarantee contained in Section 13, (ii) the Parent Guarantor, which owns all of the outstanding equity interests of the Issuer, and each of the Original Subsidiary Guarantors that is an English Guarantor pursuant to a Guarantee Agreement in substantially the form of Exhibit 1(b)(i) (each an “English Guarantee Agreement”), and (iii) each Subsidiary (each an “Additional Subsidiary Guarantor”) which, after the date of this Agreement, becomes a party hereto pursuant to a Joinder Agreement in substantially the form of Exhibit 1(b)(ii) (each a “Joinder Agreement”) and guarantees the Notes pursuant to such Joinder Agreement, an English Guarantee Agreement or a guarantee agreement in form and substance satisfactory to the Required Holders, but shall exclude at such time any Subsidiary theretofore released from its obligations as a Subsidiary Guarantor pursuant to Section 9.31.