Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer shall not permit any Restricted Subsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Debt of the Issuer (other than the Notes) or any Subsidiary Guarantor, unless:
(i) (I) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture, in form and substance satisfactory to the Trustee, to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary on the same terms as those set forth in this Indenture applicable to the Subsidiary Guarantors; and (II) with respect to any guarantee of either Subordinated Debt or the Existing High Yield Notes by such Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary’s Guarantee with respect to the Notes or the Guarantee of the Notes, as the case may be, at least to the same extent as such Subordinated Debt is subordinated to the Notes or the Guarantee of the Notes or, with respect to a guarantee of the Existing High Yield Notes, at least to the same extent as the guarantee by the Subsidiary Guarantors of the Existing High Yield Notes are subordinated to the Subsidiary Guarantees, as the case may be; and
(ii) 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 the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee.
(b) Section 4.13(a) shall not be applicable to any guarantees of any Restricted Subsidiary:
(i) 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;
(ii) arising solely due to the granting of a Permitted Lien that would not otherwise constitute a guarantee of Debt of the Issuer or any Subsidiary Guarantor;
(iii) deemed to have arisen under Section 5.01(a)(iv); or
(iv) given to a bank or trust company incorporated in any member state of the European Union as of the Issue Date or any commercial banking institution that is a member of the U.S. Federal Reserve System, (or any branch, Subsidiary or Affiliate thereof) in each case having combined capital and surplus and undivided profits of not less than €500 million, whose debt has a rating, at the time such guarant...
Limitation on Guarantees of Debt by Restricted Subsidiaries. 9.1 The Company will not permit any Restricted Subsidiary that is not a Guarantor, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Debt of the Company or any Guarantor (other than the Debt under the Finance Documents), unless:
(a) (i) such Restricted Subsidiary simultaneously accedes to this Agreement as a Guarantor; and
Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer shall not permit any Restricted Subsidiary that is not a Guarantor, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Debt of the Issuer (other than the Notes) or any Guarantor, unless:
(i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary on senior subordinated basis; and
Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Parent Guarantor shall not permit any Restricted Subsidiary that is not an Issuer or a Guarantor, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Pari Passu Debt or Subordinated Debt of either Issuer (other than the Notes), the Parent Guarantor or any Subsidiary Guarantor, unless:
(i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary on the same terms as the guarantee of such Debt; and
Limitation on Guarantees of Debt by Restricted Subsidiaries. The Company shall not permit any of its Restricted Subsidiaries that is not a Subsidiary Notes Guarantor, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Debt of the Company or any Debt of any other Restricted Subsidiary, unless (a) such Restricted Subsidiary simultaneously executes and delivers a Subsidiary Notes Guarantee and (b) with respect to any guarantee of Subordinated Debt by a Restricted Subsidiary, any such guarantee is subordinated to such Restricted Subsidiary's Subsidiary Notes Guarantee at least to the same extent as such Subordinated Debt is subordinated to the Notes, provided that the foregoing provision shall not be applicable to any guarantee by any such 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 Debt by Restricted Subsidiaries. (a) The Issuer shall not permit any Restricted Subsidiary that is not the Guarantor to guarantee or assume the payment of any Debt of the Issuer or the Guarantor, unless:
(i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary on a senior secured basis; and
(ii) 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 the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee. Notwithstanding the foregoing, the supplemental indenture and notation of Guarantee may be modified in respect of any Guarantor organized, formed or incorporated outside the United States of America as necessary or appropriate to (1) comply with applicable law, (2) avoid any general legal limitations such as general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization,” “earnings stripping,” “controlled foreign corporation” and “capital maintenance” rules, retention of title claims, employee consultation or approval requirements or similar matters, (3) avoid a conflict with the fiduciary duties of such company’s directors, contravention of any legal prohibition or regulatory condition, or the material risk of personal or criminal liability for any officers or directors or (4) limit the maximum guaranteed amount consistent with customary practice in the relevant jurisdiction to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties where the economic benefit of increasing the guaranteed amount is disproportionate to the level of such fee, taxes and duties (collectively referred to as “Agreed Guarantee Principles”), in each case as determined by the Issuer in its sole discretion.
(b) [reserved].
(c) Notwithstanding the foregoing, any Guarantee of the Notes shall be automatically and unconditionally released and discharged:
(i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Guarantor ceases to be a Restricted Subsidiary (included by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted under this Indenture;
(ii) if su...
Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) Subject to Sections 4.17(b), (c) and (d) below, the Issuer will cause all future Restricted Subsidiaries to Guarantee the Notes (other than an Immaterial Subsidiary or a Restricted Subsidiary incorporated in or organized under the laws of the PRC, the Czech Republic or Slovakia, or any jurisdiction that prohibits such Restricted Subsidiary from guaranteeing the payment of the Notes). The Issuer will not permit any Restricted Subsidiary that is not a Guarantor, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Debt of the Issuer or any Guarantor (other than the Notes), unless:
(1) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture (the form of which is attached as Exhibit E hereto) to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary on the same terms as the guarantee of such other Debt; and
Limitation on Guarantees of Debt by Restricted Subsidiaries. 5.1 The Company shall not permit any Restricted Subsidiary that is not a Guarantor, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Debt of the Company or any Guarantor (other than Debt under the Finance Documents, the Existing SSRCF and under the Notes), the principal amount of which exceeds €15.0 million (including amounts committed and not drawn), unless:
(a) (i) such Restricted Subsidiary satisfies the requirements of Clause 26.2 (Additional Guarantors) of this Agreement within 30 days; and
Limitation on Guarantees of Debt by Restricted Subsidiaries. The Company shall not permit any Restricted Subsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Debt of the Company or any Debt of any other Restricted Subsidiary, unless (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for a guarantee of payment of the Notes by such Restricted Subsidiary and (b) with respect to any guarantee of Subordinated Debt by a Restricted Subsidiary, any such guarantee is subordinated to such Restricted Subsidiary's guarantee with respect to the Notes at least to the same extent as such Subordinated Debt is subordinated to the Notes, provided that the foregoing provision shall 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 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 and the Restricted Subsidiaries' 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) or (ii) the release or discharge of the guarantee that resulted in the creation of such guarantee of the Notes, except a discharge or release by or as a result of payment under such guarantee.
Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Company shall not permit any of its (a) Wholly Owned Restricted Subsidiaries or (b) non-Wholly Owned Restricted Subsidiaries that guarantee other capital markets debt securities of the Company or any Guarantor, in each case, that is not a Guarantor or a special purpose Restricted Subsidiary formed in connection with a Receivables Facility, to guarantee the payment of any Debt (other than Excluded Indebtedness) of the Company or any Guarantor, unless:
(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Company’s obligations under this Indenture and the Notes by such Restricted Subsidiary, except that if such Debt is by its express terms subordinated in right of payment to the Notes, any such Guarantee of such Restricted Subsidiary with respect to such Debt 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 Debt is subordinated to the Notes; and
(2) such Restricted Subsidiary delivers to the Trustee an Officer’s Certificate and Opinion of Counsel to the effect that:
(a) such supplemental indenture and Guarantee have been duly executed and authorized; and
(b) such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary (subject to customary exceptions and limitations), 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 the foregoing provisions of 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 of the Company and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company.
