Common use of Guarantor Accession Clause in Contracts

Guarantor Accession. If on the Issue Date, after giving effect to the use of proceeds from Securities issued on the Issue Date, the sum (the “Guarantee Triggering Amount”) of (1), the outstanding aggregate principal amount of Indebtedness under the Bridge Loan Facility, plus (2) the outstanding aggregate principal amount of all other Indebtedness of any Restricted Subsidiary that is subject to limitation under Section 5(a) above, plus (3) the aggregate amount of indebtedness secured by Liens permitted under clause (11) of the definition of “Permitted Liens” contained in the Indenture plus (4) the discounted present value of all net rentals payable under leases covered by Section 4.08(a) of the Indenture (and not expressly excluded therefrom) exceeds the greater of $300 million or 15% of Consolidated Net Worth, then the Company shall, at its own expense: (A) cause each such Subsidiary that has outstanding Indebtedness under the Bridge Loan Facility to duly execute and deliver to the Trustee a supplemental indenture to the Indenture providing for the unconditional, absolute and, except as provided herein, irrevocable Note Guaranty of the full and punctual payment of all amounts due with respect to the Notes by such Subsidiary without recourse to any other Person and otherwise on substantially the same terms as any analogous guaranty with respect to the Revolving Credit Facility; and (B) within 30 days of the date of such supplemental indenture, deliver to the Trustee, (1) an Officers’ Certificate attesting to the solvency of such Subsidiary, (2) a copy of the resolutions of the board of directors of such Subsidiary authorizing the execution, delivery and performance of such Note Guaranty and (3) a signed copy of a favorable Opinion of Counsel, addressed to the Trustee, of counsel for such Subsidiary (which counsel may be in-house counsel) as to (x) the matters contained in clause (A) above, (y) such Note Guaranty being the legal, valid and binding obligation of such Subsidiary enforceable in accordance with its terms (subject to customary exceptions) and (z) such other matters as the Trustee may reasonably request.

Guarantor Accession. If 14.1 The Guarantors shall, by written notice to the Beneficiaries (each an "ACCESSION NOTICE"), be entitled at any time to request that another person approved in writing by the Security Trustee (acting on the Issue Date, after giving effect to the use of proceeds from Securities issued on the Issue Date, the sum (the “Guarantee Triggering Amount”) of (1), the outstanding aggregate principal amount of Indebtedness under the Bridge Loan Facility, plus (2) the outstanding aggregate principal amount of all other Indebtedness of any Restricted Subsidiary that is subject to limitation under Section 5(a) above, plus (3) the aggregate amount of indebtedness secured by Liens permitted under clause (11) instructions of the definition of “Permitted Liens” contained in National Agents and the Indenture plus German Parallel Lender) (4each a "PROSPECTIVE GUARANTOR") the discounted present value of all net rentals payable under leases covered by Section 4.08(a) of the Indenture (and not expressly excluded therefrom) exceeds the greater of $300 million accede to this Guarantee as an additional or 15% of Consolidated Net Worth, then the Company replacement Guarantor. Each Accession Notice shall, at its own expense: (Aa) cause each such Subsidiary that has outstanding Indebtedness under the Bridge Loan Facility to duly execute and deliver to the Trustee a supplemental indenture to the Indenture providing for the unconditional, absolute and, except as provided herein, irrevocable Note Guaranty give full details of the full Prospective Guarantor and punctual payment of all amounts due with respect its intended Guarantee Percentage; (b) specify whether any existing Guarantor (each a "RETIRING GUARANTOR") will cease to the Notes by be a Guarantor if such Subsidiary without recourse to request is agreed to; (c) specify whether any other Person and otherwise on substantially the same terms as any analogous guaranty with respect to the Revolving Credit Facilityexisting Guarantor (each an "AFFECTED GUARANTOR") will have a reduced Guarantee Percentage if such request is agreed to; and (Bd) within 30 days specify each existing Guarantor (each an "UNAFFECTED GUARANTOR") whose Guarantee Percentage will not change if such request is agreed to. 14.2 If the Security Trustee shall agree (acting on the instructions of the date National Agents and the German Parallel Lender) to any request made in an Accession Notice (which shall be at their absolute discretion), the following procedures shall apply unless such agreement of such supplemental indenture, the Security Trustee requires otherwise: (a) The Guarantors shall deliver to the Beneficiaries: (i) the documents referred to in Schedule 2 in relation to the Prospective Guarantor and each Affected Guarantor, each to be in form and substance reasonably satisfactory to the Security Trustee, ; and (1ii) an Officers’ Certificate attesting Guarantor Accession Certificate, duly signed by the Prospective Guarantor, each Retiring Guarantor (if any) and each Affected Guarantor (if any) and duly completed in a manner which is consistent with the information contained in such Accession Notice. (b) If the Security Trustee shall be satisfied, acting reasonably, that the documents referred to in Clause 14.2(a) comply with the requirements of this Guarantee, the Beneficiaries shall counter-sign the applicable Guarantor Accession Certificate, whereupon: (i) each Retiring Guarantor (if any) will be released from its obligations hereunder; (ii) the obligations of each Affected Guarantor (if any) hereunder will be amended to reflect its new Guarantee Percentage as stated in such Guarantor Accession Certificate; (iii) the Prospective Guarantor will become a Guarantor hereunder with the Guarantee Percentage provided for it in the Guarantor Accession Certificate; (iv) each Unaffected Guarantor (if any) will continue to be a Guarantor hereunder with the same Guarantee Percentage ascribed to it hereunder immediately prior to the solvency of such Subsidiary, (2) a copy execution of the resolutions of the board of directors of such Subsidiary authorizing the execution, delivery and performance of such Note Guaranty and Guarantor Accession Certificate; and (3) a signed copy of a favorable Opinion of Counsel, addressed to the Trustee, of counsel for such Subsidiary (which counsel may be in-house counsel) as to (xv) the matters contained in clause Beneficiaries shall acquire the same rights and benefits hereunder as they would have acquired had the Prospective Guarantor, each Affected Guarantor (A) above, (y) such Note Guaranty being the legal, valid and binding obligation of such Subsidiary enforceable in accordance with its terms (subject to customary exceptionsif any) and each Unaffected Guarantor (zif any) been original parties hereto with the respective Guarantee Percentages specified for them in such other matters as the Trustee may reasonably requestGuarantor Accession Certificate.

Guarantor Accession. If Upon the date that is the earlier of (x) 364 days after the incurrence of Indebtedness under the Bridge Loan Facility by any Subsidiary of the Company and (y) the date on which the Issue DateBridge Loan Facility is refinanced by any Subsidiary of the Company, after giving effect to the use of proceeds from Securities issued on the Issue Date, if the sum (the “Guarantee Triggering Amount”) of (1), the then outstanding aggregate principal amount of Indebtedness under the Bridge Loan Facility, plus (2) the then outstanding aggregate principal amount of all other Indebtedness of any Restricted Subsidiary that is subject to limitation under Section 5(a) above, plus (3) the aggregate amount of indebtedness secured by Liens permitted under clause (11) of the definition of “Permitted Liens” contained in the Indenture plus (4) the discounted present value of all net rentals payable under leases covered by Section 4.08(a) of the Indenture (and not expressly excluded therefrom) exceeds the greater of $300 million or 15% of Consolidated Net Worth, then the Company shall, at its own expense: (A) cause each such Subsidiary that has outstanding Indebtedness under the Bridge Loan Facility to duly execute and deliver to the Trustee a supplemental indenture to the Indenture providing for the unconditional, absolute and, except as provided herein, irrevocable Note Guaranty of the full and punctual payment of all amounts due with respect to the Notes by such Subsidiary without recourse to any other Person and otherwise on substantially the same terms as any analogous guaranty with respect to the Revolving Credit Facility; and and (B) within 30 days of the date of such supplemental indenture, deliver to the Trustee, (1) an Officers’ Certificate attesting to the solvency of such Subsidiary, (2) a copy of the resolutions of the board of directors of such Subsidiary authorizing the execution, delivery and performance of such Note Guaranty and (3) a signed copy of a favorable Opinion of Counsel, addressed to the Trustee, of counsel for such Subsidiary (which counsel may be in-house counsel) as to (x) the matters contained in clause (A) above, (y) such Note Guaranty being the legal, valid and binding obligation of such Subsidiary enforceable in accordance with its terms (subject to customary exceptions) and (z) such other matters as the Trustee may reasonably request.