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

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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted Subsidiary.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer shall Company will not permit any of its Restricted Subsidiary, directly or indirectly, Subsidiaries that is not a Guarantor to guarantee, assume or in any other manner become liable for guarantee the payment of any Debt of the Issuer Company or any Guarantor (other than Debt Incurred by any Guarantor as primary obligor under ‎Section 4.09(b)(15) (and in each case any refinancings thereof)) in an aggregate principal amount at any one time outstanding in excess of the Notesgreater of (i) or any Subsidiary Guarantor$50.0 million and (ii) 2.5% of Adjusted Consolidated Net Tangible Assets, unless: (i) (I1) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers an accession deed to the Deed of Guarantee or a supplemental indenture, in form and substance satisfactory to the Trustee, indenture to this Indenture in substantially the form of Exhibit C hereto, as the case may be, providing for a Guarantee guarantee of payment of the Company’s obligations under this Indenture and the Notes by such Restricted Subsidiary on the same similar terms as those set forth the guarantee of the Debt that resulted in this Indenture applicable the creation of such Note Guarantee; except that if such Debt is by its express terms subordinated in right of payment to the Subsidiary Guarantors; and (II) with respect to any guarantee of either Subordinated Debt or the Existing High Yield Notes by such Restricted SubsidiaryNotes, any such guarantee shall of such Restricted Subsidiary with respect to such Debt will be subordinated in right of payment to such Restricted Subsidiary’s Guarantee guarantee with respect to the Notes or substantially to the Guarantee of same extent as such Debt is subordinated to the Notes; and (2) such Restricted Subsidiary will deliver to the Security and Intercreditor Agent, the Trustee and the Paying Agent an Opinion of Counsel to the effect that: (A) such accession deed or supplemental indenture and guarantee, 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 behave been duly executed and authorized; and (iiB) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary waives (subject to customary exceptions and shall not in any manner whatsoever claim limitations), except insofar as enforcement thereof may be limited by bankruptcy, insolvency or take the benefit or advantage ofsimilar laws (including, any rights without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles 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 Guaranteeequity. (b) Section 4.13(a) shall not be applicable to any guarantees Upon written request and the receipt 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 an Officer’s Certificate and Opinion of Counsel to the granting of a Permitted Lien effect that would not otherwise constitute a the amendment or supplement is authorized or permitted under this Indenture and the Security Documents and that all conditions precedent thereto have been satisfied, to the extent it is necessary to amend or supplement the Security Documents to provide for any guarantee of Debt (including, without limitation, a Note Guarantee) permitted by this Indenture, the Trustee is hereby expressly authorized and directed to enter any such amendments or supplements on behalf 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted SubsidiaryHolders.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Parent Guarantor shall not permit any Restricted SubsidiarySubsidiary 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 the either Issuer (other than the Notes) ), the Parent Guarantor 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, indenture 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 Guarantorsguarantee of such Debt; and and (IIii) 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 . This clause (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(aa) shall not be applicable to any guarantees of any Restricted Subsidiary: (i: existing on the Issue Date, guaranteeing Debt under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(ii) and Section 4.06(b)(xiii) or guaranteeing Debt in an aggregate principal amount that is less than the greater of $100,000,000 and 1.5% of Total Assets; 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 million500,000,000, whose debt has a rating, at the time such guarantee was given, of at least A BBB+ or the equivalent thereof by S&P and at least A2 Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the IssuerParent Guarantor’s benefit or that of any Restricted Subsidiary. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in Section 4.15(a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to any Person who is not the Parent Guarantor or a Restricted Subsidiary of all of the Capital Stock owned by the Parent Guarantor and its other Restricted Subsidiaries 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) (with respect to any Guarantee created after the Issue Date) the release by the Holders of the applicable Issuer’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in Section 4.15(a) above, of their Guarantee by such Restricted Subsidiary (including any (A) no other Debt of either Issuer, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee); or (iii) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 10.03. (c) Notwithstanding the foregoing, the Parent Guarantor shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that such Guarantee would reasonably be expected to give rise to or result in (A) any violation of applicable law, rule, regulation or order that cannot be avoided or otherwise prevented through measures reasonably available to the Parent Guarantor or such Restricted Subsidiary, (B) personal liability for the officers, directors or shareholders of such Restricted Subsidiary or (C) any significant cost, expense, liability or obligation (including with respect to any Taxes but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary) other than any governmental or regulatory filings required as a result of, or any measures pursuant to sub-clause (A) of this Section 4.15(c) undertaken in connection with, such Guarantee, which cannot be avoided through measures reasonably available to the Parent Guarantor or the Restricted Subsidiary; provided, however, that any Restricted Subsidiary who directly or indirectly, guarantees, assumes or in any other manner become liable for the payment of any obligations under the Existing Ardagh Bonds shall also be required to Guarantee payment of the Notes on the same terms as the guarantee of such obligations. (d) Each such additional Guarantee will 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 and corporate benefit, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Company shall not permit any Restricted SubsidiarySubsidiary 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 Company (other than the Notes) or any Subsidiary Guarantor, unless: (i1) (Ii) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture, in form and substance satisfactory to the Trustee, indenture to this Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary on pursuant to the same terms as those set forth in of this Indenture applicable to the Subsidiary Guarantors; and (IIii) 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 (ii2) 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 the Issuer Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee. (b) The provisions of Section 4.13(a4.16(a) hereof shall not be applicable to any guarantees of any Restricted Subsidiary: (i) Guarantor 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;. (iic) arising solely due to Notwithstanding the granting of a Permitted Lien that would not otherwise constitute a guarantee of Debt foregoing, any Guarantee of the Issuer or any Subsidiary Guarantor;Notes created pursuant to Section 4.16(a) hereof may provide by its terms that it shall be automatically and unconditionally released and discharged upon: (iii1) deemed any sale, exchange or transfer, to have arisen under Section 5.01(a)(ivany Person who is not the Company’s Affiliate, of all of the Capital Stock owned by the Company and its other Restricted Subsidiaries in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture); or (iv2) given (with respect to a bank or trust company incorporated in any member state Guarantee created after the Issue Date) the release by the holders of the European Union Company’s or the Guarantor’s Debt described in Section 4.16(a) hereof, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (i) no other Debt of the Issue Date Company or any commercial banking institution Guarantor has been guaranteed by such Restricted Subsidiary; or (ii) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a member result of payment under such guarantee); or (3) the release of the U.S. Federal Reserve System, (or any branch, Subsidiary or Affiliate thereof) Guarantees on the terms and conditions and 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, circumstances described in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted SubsidiarySection 10.04 hereof.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Parent Guarantor shall not permit any Restricted SubsidiarySubsidiary 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 the either Issuer (other than the Notes) ), the Parent Guarantor 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, indenture 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 Guarantorsguarantee of such Debt; and and (IIii) 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 . This paragraph (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(aa) shall not be applicable to any guarantees of any Restricted Subsidiary: (iA) existing on the Issue Date, guaranteeing Debt under Credit Facilities permitted to be Incurred pursuant to paragraph (b)(ii) and (b)(xiii) of Section 4.06 or guaranteeing Debt in an aggregate principal amount that is less than €75,000,000; (B) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred 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 (ivC) 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 guarantee was given, of at least A BBB+ or the equivalent thereof by S&P and at least A2 Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the IssuerParent Guarantor’s benefit or that of any Restricted Subsidiary. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to any Person who is not the Parent Guarantor or a Restricted Subsidiary of all of the Capital Stock owned by the Parent Guarantor and its other Restricted Subsidiaries 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) (with respect to any Guarantee created after the Issue Date) the release by the Holders of the applicable Issuer’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee), at a time when: (A) no other Debt of either Issuer, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee); or (iii) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 10.03. (c) Notwithstanding the foregoing, the Parent Guarantor shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that such Guarantee would reasonably be expected to give rise to or result in (A) any violation of applicable law, rule, regulation or order that cannot be avoided or otherwise prevented through measures reasonably available to the Parent Guarantor or such Restricted Subsidiary, (B) personal liability for the officers, directors or shareholders of such Restricted Subsidiary or (C) any significant cost, expense, liability or obligation (including with respect to any Taxes but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary) other than any governmental or regulatory filings required as a result of, or any measures pursuant to clause (A) undertaken in connection with, such Guarantee, which cannot be avoided through measures reasonably available to the Parent Guarantor or the Restricted Subsidiary; provided, however, that any Restricted Subsidiary who directly or indirectly, guarantees, assumes or in any other manner become liable for the payment of any obligations under the Existing Ardagh Bonds shall also be required to Guarantee payment of the Notes on the same terms as the guarantee of such obligations. (d) Each such additional Guarantee will 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 and corporate benefit, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.

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 (i) Debt under any Credit Facility or (ii) any Pari Passu Debt or Subordinated 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 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 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 will 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 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted Subsidiary. In addition, the Issuer shall not be obligated to cause any Restricted Subsidiary to become a Subsidiary Guarantor if the provision by such Restricted Subsidiary of a Guarantee would result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the Issuer (including any “whitewash” or similar procedures that would be required in order to enable such Guarantee to be provided in accordance with applicable law). Also, the obligations of each Subsidiary Guarantors under its Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by such Subsidiary Guarantor without resulting in its obligations under its Guarantee being voidable or unenforceable under applicable laws relating to fraudulent transfer, or under similar laws affecting the rights of creditors generally. (c) Notwithstanding Sections 4.13(a) and 4.13(b), any Guarantee of the Notes created after the Issue Date pursuant to the provision described in Section 4.13(a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon the release by the holders of the Issuer’s or Invitel’s Debt described in Section 4.13 (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (i) no other Debt of the Issuer has been guaranteed by such Restricted Subsidiary; or (ii) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee).

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Company shall not permit any Restricted SubsidiarySubsidiary that is a Wholly Owned Restricted Subsidiary (or a Restricted Subsidiary that is a non-Wholly Owned Subsidiary if such Subsidiary guarantees other capital markets debt securities of the Company or a Guarantor), directly other than a Guarantor, a Foreign Restricted Subsidiary or indirectlya Receivables Financing SPC, to guarantee, assume or in any other manner become liable for guarantee the payment of any Debt of the Issuer (other than the Notes) Company or any Subsidiary Guarantor, unless: (i) (I) other Guarantor in excess of $50.0 million unless such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously within 30 days executes and delivers a supplemental indenture, in form and substance satisfactory to the Trustee, indenture to this Indenture substantially in the form of Exhibit D hereto 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, except that with respect to a guarantee of Debt of the Company or any Guarantor: (a) if the Notes or such guarantee Guarantor’s Guarantee are subordinated in right of payment to such Debt, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s Guarantee guarantee with respect to such Debt substantially to the same extent as the Notes are subordinated to such Debt; and (b) if such Debt is by its express terms subordinated in right of payment to the Notes or the such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of payment to such Guarantee of the Notes, as the case may be, at least substantially 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 besuch Guarantor’s Guarantee; 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) provided that this Section 4.13(a) 4.14 shall not be applicable to any guarantees guarantee of any Restricted Subsidiary: (i) Subsidiary that existed at the time such Person became a Restricted Subsidiary if the guarantee and was not incurred 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted Subsidiary.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) All of the Company's domestic Restricted Subsidiaries (those active Restricted Subsidiaries organized or principally doing business in the United States and its territories and possessions) shall be Subsidiary Guarantors. (b) The Issuer Company shall not permit any Restricted SubsidiarySubsidiary that is not a Subsidiary 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) Company or any Subsidiary GuarantorDebt of any other Restricted Subsidiary, unless: 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 indenture providing for a Guarantee 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 (IIii) with respect to any guarantee of either Subordinated Debt or the Existing High Yield Notes by such a Restricted Subsidiary, any such guarantee shall be is subordinated to such Restricted Subsidiary’s Guarantee '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 provided that 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) foregoing provision shall not be applicable to any guarantees of guarantee by any Restricted Subsidiary: Subsidiary (iA) that existed at the time such Person became a Restricted Subsidiary if the guarantee and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary;Subsidiary or (B) of the 12 1/2% Senior Notes as of any date on or prior to December 15, 1997. (c) 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 the Indenture), (ii) arising solely due to the granting release or discharge of a Permitted Lien the guarantee that would not otherwise constitute a resulted in the creation of such guarantee of Debt the Notes, except a discharge or release by or as a result of the Issuer payment under such guarantee 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 the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in any member state accordance with the terms 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted SubsidiaryIndenture.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer shall Each Credit Party will not permit any Restricted SubsidiarySubsidiary 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 Borrower or any Guarantor (other than the Notes) or any Subsidiary GuarantorDebt under the Credit Documents), unless: (i) (IA) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture, in form and substance satisfactory to the Trustee, accedes to this Indenture providing for Agreement as 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 GuarantorsGuarantor; and (IIB) with respect to any guarantee of either Subordinated Debt or the Existing High Yield Notes by such Restricted Subsidiary, any such guarantee shall will be subordinated to such Restricted Subsidiary’s Guarantee with respect to the Notes or Debt under the Guarantee of the Notes, as the case may be, Credit Documents at least to the same extent as such Subordinated Debt is subordinated to the Notes or Debt under 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 beCredit Documents; and (ii) to the maximum extent permitted by law, 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 the Issuer Borrower or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its GuaranteeGuarantee of the Loans. (b) Section 4.13(a6.9(a) shall will not be applicable to any guarantees guarantee of any Restricted Subsidiary: (i) guaranteeing Debt existing on the Closing Date; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; (iiiii) arising solely due to the granting of a Permitted Lien that would not otherwise constitute a guarantee of Debt of the Issuer Borrower 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 Pre-Expansion European Union as of the Issue Date date hereof 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$500,000,000, 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 Xxxxx’x, in connection with the operation of cash management programs established in the ordinary course of business for the IssuerBorrower’s benefit or that of any Restricted Subsidiary.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Parent Guarantor shall not permit any Restricted SubsidiarySubsidiary 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 the either Issuer (other than the Notes) ), the Parent Guarantor 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, indenture 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 Guarantorsguarantee of such Debt; and and (IIii) 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 . This clause (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(aa) shall not be applicable to any guarantees of any Restricted Subsidiary: (iA) existing on the Issue Date, guaranteeing Debt under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(ii) and Section 4.06(b)(xiii) or guaranteeing Debt in an aggregate principal amount that is less than the greater of $100,000,000 and 1.5% of Total Assets; (B) 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 (ivC) 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 million500,000,000, whose debt has a rating, at the time such guarantee was given, of at least A BBB+ or the equivalent thereof by S&P and at least A2 Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the IssuerParent Guarantor’s benefit or that of any Restricted Subsidiary. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in Section 4.15(a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to any Person who is not the Parent Guarantor or a Restricted Subsidiary of all of the Capital Stock owned by the Parent Guarantor and its other Restricted Subsidiaries 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) (with respect to any Guarantee created after the Issue Date) the release by the Holders of the applicable Issuer’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in Section 4.15(a) above, of their Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee), at a time when: (A) no other Debt of either Issuer, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee); or ​ ​ (iii) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 10.03. (c) Notwithstanding the foregoing, the Parent Guarantor shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that such Guarantee would reasonably be expected to give rise to or result in (A) any violation of applicable law, rule, regulation or order that cannot be avoided or otherwise prevented through measures reasonably available to the Parent Guarantor or such Restricted Subsidiary, (B) personal liability for the officers, directors or shareholders of such Restricted Subsidiary or (C) any significant cost, expense, liability or obligation (including with respect to any Taxes but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary) other than any governmental or regulatory filings required as a result of, or any measures pursuant to sub-clause (A) of this Section 4.15(c) undertaken in connection with, such Guarantee, which cannot be avoided through measures reasonably available to the Parent Guarantor or the Restricted Subsidiary; provided, however, that any Restricted Subsidiary who directly or indirectly, guarantees, assumes or in any other manner become liable for the payment of any obligations under the Existing Ardagh Bonds shall also be required to Guarantee payment of the Notes on the same terms as the guarantee of such obligations. (d) Each such additional Guarantee will 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 and corporate benefit, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer shall Company will not permit any of its Restricted Subsidiary, directly or indirectly, Subsidiaries that is not a Guarantor to guarantee, assume or in any other manner become liable for guarantee the payment of any Debt of the Issuer Company or any Guarantor (other than Debt Incurred by any Guarantor as primary obligor under ‎Section 4.09(b)(15) (and in each case any refinancings thereof)) in an aggregate principal amount at any one time outstanding in excess of the Notesgreater of (i) or any Subsidiary Guarantor$150.0 million and (ii) 2.5% of Adjusted Consolidated Net Tangible Assets, unless: (i) (I1) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers an accession deed to the Deed of Guarantee or a supplemental indenture, in form and substance satisfactory to the Trustee, indenture to this Indenture in substantially the form of Exhibit C hereto, as the case may be, providing for a Guarantee guarantee of payment of the Company’s obligations under this Indenture and the Notes by such Restricted Subsidiary on the same similar terms as those set forth the guarantee of the Debt that resulted in this Indenture applicable the creation of such Note Guarantee; except that if such Debt is by its express terms subordinated in right of payment to the Subsidiary Guarantors; and (II) with respect to any guarantee of either Subordinated Debt or the Existing High Yield Notes by such Restricted SubsidiaryNotes, any such guarantee shall of such Restricted Subsidiary with respect to such Debt will be subordinated in right of payment to such Restricted Subsidiary’s Guarantee guarantee with respect to the Notes or substantially to the Guarantee of same extent as such Debt is subordinated to the Notes; and (2) such Restricted Subsidiary will deliver to the Security and Intercreditor Agent, the Trustee and the Paying Agent an Opinion of Counsel to the effect that: (A) such accession deed or supplemental indenture and guarantee, 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 behave been duly executed and authorized; and (iiB) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary waives (subject to customary exceptions and shall not in any manner whatsoever claim limitations), except insofar as enforcement thereof may be limited by bankruptcy, insolvency or take the benefit or advantage ofsimilar laws (including, any rights without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles 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 Guaranteeequity. (b) Section 4.13(a) shall not be applicable to any guarantees Upon written request and the receipt 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 an Officer’s Certificate and Opinion of Counsel to the granting of a Permitted Lien effect that would not otherwise constitute a the amendment or supplement is authorized or permitted under this Indenture and the Security Documents and that all conditions precedent thereto have been satisfied, to the extent it is necessary to amend or supplement the Security Documents to provide for any guarantee of Debt (including, without limitation, a Note Guarantee) permitted by this Indenture, the Trustee is hereby expressly authorized and directed to enter any such amendments or supplements on behalf 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted SubsidiaryHolders.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer shall Company will not permit any of its Restricted Subsidiary, directly or indirectly, Subsidiaries that is not a Guarantor to guarantee, assume or in any other manner become liable for guarantee the payment of any Debt of the Issuer Company or any Guarantor (other than Debt Incurred by any Guarantor as primary obligor under Section 4.09(b)(15) (and in each case any refinancings thereof)) in an aggregate principal amount at any one time outstanding in excess of the Notesgreater of (i) or any Subsidiary GuarantorU.S. $50.0 million and (ii) 2.5% of Adjusted Consolidated Net Tangible Assets, unless: (i) (I1) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers an accession deed to the Deed of Guarantee or a supplemental indenture, in form and substance satisfactory to the Trustee, indenture to this Indenture in substantially the form of Exhibit C hereto, as the case may be, providing for a Guarantee guarantee of payment of the Company’s obligations under this Indenture and the Notes by such Restricted Subsidiary on the same similar terms as those set forth the guarantee of the Debt that resulted in this Indenture applicable the creation of such Note Guarantee; except that if such Debt is by its express terms subordinated in right of payment to the Subsidiary Guarantors; and (II) with respect to any guarantee of either Subordinated Debt or the Existing High Yield Notes by such Restricted SubsidiaryNotes, any such guarantee shall of such Restricted Subsidiary with respect to such Debt will be subordinated in right of payment to such Restricted Subsidiary’s Guarantee guarantee with respect to the Notes or substantially to the Guarantee of same extent as such Debt is subordinated to the Notes; and (2) such Restricted Subsidiary will deliver to the Security and Intercreditor Agent, the Trustee and the Paying Agent an Opinion of Counsel to the effect that: (A) such accession deed or supplemental indenture and guarantee, 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 behave been duly executed and authorized; and (iiB) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary waives (subject to customary exceptions and shall not in any manner whatsoever claim limitations), except insofar as enforcement thereof may be limited by bankruptcy, insolvency or take the benefit or advantage ofsimilar laws (including, any rights without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles 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 Guaranteeequity. (b) Section 4.13(a) shall not be applicable to any guarantees Upon written request and the receipt 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 an Officer’s Certificate and Opinion of Counsel to the granting of a Permitted Lien effect that would not otherwise constitute a the amendment or supplement is authorized or permitted under this Indenture and the Security Documents and that all conditions precedent thereto have been satisfied, to the extent it is necessary to amend or supplement the Security Documents to provide for any guarantee of Debt (including, without limitation, a Note Guarantee) permitted by this Indenture, the Trustee is hereby expressly authorized and directed to enter any such amendments or supplements on behalf 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted SubsidiaryHolders.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Parent Guarantor shall not permit any Restricted SubsidiarySubsidiary that is not the Issuer or a Guarantor, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of (i) any Debt of the Parent Guarantor or any other Restricted Subsidiary under any Credit Facilities incurred pursuant to Section 4.08(b)(ii) or (ii) any Public Debt of the Issuer or any Guarantor (other than the Notes) or any Subsidiary Guarantor), unless: (i) (IA) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture, in form and substance satisfactory to the Trustee, indenture to this Indenture providing for a Note 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 Guarantorsguarantee of such Debt; and and (IIB) 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 Note 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 . This paragraph (iia) 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 will not be applicable to any guarantees of any Restricted Subsidiary: (i1) 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; (ii2) 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 Parent Guarantor; (iii) deemed to have arisen under Section 5.01(a)(iv); or (iv3) 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’xMxxxx’x, in connection with the operation of cash management programs established for the IssuerParent Guarantor’s benefit or that of any Restricted Subsidiary. In addition, notwithstanding anything to the contrary herein: (1) no Note Guarantee shall be required if such Note Guarantee could reasonably be expected to give rise to or result in (A) personal liability for the officers, directors or shareholders of such Restricted Subsidiary, (B) any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the Parent Guarantor or such Restricted Subsidiary or (C) any significant cost, expense, liability or obligation (including with respect of any Taxes) other than reasonable out of pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (B) undertaken in connection with, such Note Guarantee, which cannot be avoided through measures reasonably available to the Parent Guarantor or the Restricted Subsidiary; and (2) each such Note Guarantee will 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. (b) A Subsidiary Guarantor’s Note Guarantee (and the Note Guarantee, if any, of any Subsidiary of such Subsidiary Guarantor) will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect): (i) upon any sale or disposition of (A) Capital Stock of a Subsidiary Guarantor (or any parent entity thereof) following which such Subsidiary Guarantor is no longer a Restricted Subsidiary or (B) all or substantially all the properties and assets of a Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Parent Guarantor or a Restricted Subsidiary and that does not violate Section 4.09; (ii) upon the designation of such Subsidiary Guarantor (or any parent entity thereof) as an Unrestricted Subsidiary; (iii) such Subsidiary Guarantor is unconditionally released and discharged from its liability with respect to any and all (A) guarantees or liabilities (other than the Note Guarantee) in respect of any Debt of the Parent Guarantor or any other Restricted Subsidiary under any Credit Facilities incurred pursuant to Section 4.08(b)(ii) and (ii) Public Debt of the Issuer or any other Guarantor (other than the Notes); provided that for purposes of this clause (iii) a release and discharge from a liability shall be deemed to have occurred if the only outstanding condition for the release and discharge of such liability is that the Note Guarantee of such Subsidiary Guarantor is released; (iv) legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided below under Article 8; and (v) upon repayment of the Notes.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer shall Company will not permit any of its Restricted Subsidiary, directly or indirectly, Subsidiaries that is not a Guarantor to guarantee, assume or in any other manner become liable for guarantee the payment of any Debt of the Issuer Company or any Guarantor (other than Debt Incurred by any Guarantor as primary obligor under ‎Section 4.09(b)(15) (and in each case any refinancings thereof)) in an aggregate principal amount at any one time outstanding in excess of the Notesgreater of (i) or any Subsidiary Guarantor$50.0 million and (ii) 2.5% of Adjusted Consolidated Net Tangible Assets, unless: (i) (I1) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers an accession deed to the Deed of Guarantee or a supplemental indenture, in form and substance satisfactory to the Trustee, indenture to this Indenture in substantially the form of Exhibit D hereto, as the case may be, providing for a Guarantee guarantee of payment of the Company’s obligations under this Indenture and the Notes by such Restricted Subsidiary on the same similar terms as those set forth the guarantee of the Debt that resulted in this Indenture applicable the creation of such Note Guarantee; except that if such Debt is by its express terms subordinated in right of payment to the Subsidiary Guarantors; and (II) with respect to any guarantee of either Subordinated Debt or the Existing High Yield Notes by such Restricted SubsidiaryNotes, any such guarantee shall of such Restricted Subsidiary with respect to such Debt will be subordinated in right of payment to such Restricted Subsidiary’s Guarantee guarantee with respect to the Notes or substantially to the Guarantee of same extent as such Debt is subordinated to the Notes; and (2) such Restricted Subsidiary will deliver to the Security and Intercreditor Agent, the Trustee and the Paying Agent an Opinion of Counsel to the effect that: (A) such accession deed or supplemental indenture and guarantee, 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 behave been duly executed and authorized; and (iiB) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary waives (subject to customary exceptions and shall not in any manner whatsoever claim limitations), except insofar as enforcement thereof may be limited by bankruptcy, insolvency or take the benefit or advantage ofsimilar laws (including, any rights without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles 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 Guaranteeequity. (b) Section 4.13(a) shall not be applicable to any guarantees Upon written request and the receipt 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 an Officer’s Certificate and Opinion of Counsel to the granting of a Permitted Lien effect that would not otherwise constitute a the amendment or supplement is authorized or permitted under this Indenture and the Security Documents and that all conditions precedent thereto have been satisfied, to the extent it is necessary to amend or supplement the Security Documents to provide for any guarantee of Debt (including, without limitation, a Note Guarantee) permitted by this Indenture, the Trustee is hereby expressly authorized and directed to enter any such amendments or supplements on behalf 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted SubsidiaryHolders.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Parent Guarantor shall not permit any Restricted SubsidiarySubsidiary 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 the either Issuer (other than the Notes) ), the Parent Guarantor 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, indenture 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 Guarantorsguarantee of such Debt; and and (IIii) 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 . This clause (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(aa) shall not be applicable to any guarantees of any Restricted Subsidiary: (iA) existing on the Issue Date, guaranteeing Debt under Credit Facilities permitted to be Incurred pursuant to sub-clauses (ii) and (xiii) of Section 4.06(b) or guaranteeing Debt in an aggregate principal amount that is less than €75,000,000 ; (B) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred 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 (ivC) 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 guarantee was given, of at least A BBB+ or the equivalent thereof by S&P and at least A2 Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the IssuerParent Guarantor’s benefit or that of any Restricted Subsidiary. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in Section 4.15(a) may provide by its terms that it will be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to any Person who is not the Parent Guarantor or a Restricted Subsidiary of all of the Capital Stock owned by the Parent Guarantor and its other Restricted Subsidiaries 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) (with respect to any Guarantee created after the Issue Date) the release by the Holders of the applicable Issuer’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in Section 4.15(a), of their Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee), at a time when: (A) no other Debt of either Issuer, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee); or (iii) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 10.03. (c) Notwithstanding the foregoing, the Parent Guarantor shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that such Guarantee would reasonably be expected to give rise to or result in (A) any violation of applicable law, rule, regulation or order that cannot be avoided or otherwise prevented through measures reasonably available to the Parent Guarantor or such Restricted Subsidiary, (B) personal liability for the officers, directors or shareholders of such Restricted Subsidiary or (C) any significant cost, expense, liability or obligation (including with respect to any Taxes but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary) other than any governmental or regulatory filings required as a result of, or any measures pursuant to sub-clause (A) of this Section 4.15(c) undertaken in connection with, such Guarantee, which cannot be avoided through measures reasonably available to the Parent Guarantor or the Restricted Subsidiary; provided, however, that any Restricted Subsidiary who directly or indirectly, guarantees, assumes or in any other manner become liable for the payment of any obligations under the Existing Ardagh Bonds shall also be required to Guarantee payment of the Notes on the same terms as the guarantee of such obligations. (d) Each such additional Guarantee will 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 and corporate benefit, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Parent Guarantor shall not permit any Restricted SubsidiarySubsidiary 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 the either Issuer (other than the Notes) ), the Parent Guarantor 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, indenture 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 Guarantorsguarantee of such Debt; and and (IIii) 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 . This clause (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(aa) shall not be applicable to any guarantees of any Restricted Subsidiary: (iA) existing on the August 2019 Issue Date, guaranteeing Debt under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(ii) and Section 4.06(b)(xiii) or guaranteeing Debt in an aggregate principal amount that is less than the greater of $100,000,000 and 1.5% of Total Assets; (B) 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 (ivC) 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 million500,000,000, whose debt has a rating, at the time such guarantee was given, of at least A BBB+ or the equivalent thereof by S&P and at least A2 Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the IssuerParent Guarantor’s benefit or that of any Restricted Subsidiary. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in Section 4.15(a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to any Person who is not the Parent Guarantor or a Restricted Subsidiary of all of the Capital Stock owned by the Parent Guarantor and its other Restricted Subsidiaries 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) (with respect to any Guarantee created after the August 2019 Issue Date) the release by the Holders of the applicable Issuer’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in Section 4.15(a) above, of their Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee), at a time when: (A) no other Debt of either Issuer, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee); or (iii) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 10.03. (c) Notwithstanding the foregoing, the Parent Guarantor shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that such Guarantee would reasonably be expected to give rise to or result in (A) any violation of applicable law, rule, regulation or order that cannot be avoided or otherwise prevented through measures reasonably available to the Parent Guarantor or such Restricted Subsidiary, (B) personal liability for the officers, directors or shareholders of such Restricted Subsidiary or (C) any significant cost, expense, liability or obligation (including with respect to any Taxes but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary) other than any governmental or regulatory filings required as a result of, or any measures pursuant to sub-clause (A) of this Section 4.15(c) undertaken in connection with, such Guarantee, which cannot be avoided through measures reasonably available to the Parent Guarantor or the Restricted Subsidiary; provided, however, that any Restricted Subsidiary who directly or indirectly, guarantees, assumes or in any other manner become liable for the payment of any obligations under the Existing Ardagh Bonds shall also be required to Guarantee payment of the Notes on the same terms as the guarantee of such obligations. ​ (d) Each such additional Guarantee will 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 and corporate benefit, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Company shall not permit any Restricted SubsidiarySubsidiary that is a Wholly Owned Restricted Subsidiary (or a Restricted Subsidiary that is a non-Wholly Owned Subsidiary if such Subsidiary guarantees other capital markets debt securities of the Company or a Guarantor), directly other than a Guarantor, a Foreign Restricted Subsidiary or indirectlya Receivables Financing SPC, to guarantee, assume or in any other manner become liable for guarantee the payment of any Debt of the Issuer (other than the Notes) Company or any Subsidiary Guarantor, unless: (i) (I) other Guarantor in excess of $100.0 million unless such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously within 30 days executes and delivers a supplemental indenture, in form and substance satisfactory to the Trustee, indenture to this Indenture substantially in the form of Exhibit D hereto 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, except that with respect to a guarantee of Debt of the Company or any Guarantor: (a) if the Notes or such guarantee Guarantor’s Guarantee are subordinated in right of payment to such Debt, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s Guarantee guarantee with respect to such Debt substantially to the same extent as the Notes are subordinated to such Debt; and (b) if such Debt is by its express terms subordinated in right of payment to the Notes or the such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of payment to such Guarantee of the Notes, as the case may be, at least substantially 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 besuch Guarantor’s Guarantee; 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) provided that this Section 4.13(a) 4.14 shall not be applicable to any guarantees guarantee of any Restricted Subsidiary: (i) Subsidiary that existed at the time such Person became a Restricted Subsidiary if the guarantee and was not incurred 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted Subsidiary.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer shall Each Credit Party will not permit any Restricted SubsidiarySubsidiary 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 Borrower or any Guarantor (other than the Notes) or any Subsidiary GuarantorDebt under the Credit Documents), unless: (i) (IA) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture, in form and substance satisfactory to the Trustee, accedes to this Indenture providing for Agreement as 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 GuarantorsGuarantor; and (IIB) with respect to any guarantee of either Subordinated Debt or the Existing High Yield Notes by such Restricted Subsidiary, any such guarantee shall will be subordinated to such Restricted Subsidiary’s Guarantee with respect to the Notes or Debt under the Guarantee of the Notes, as the case may be, Credit Documents at least to the same extent as such Subordinated Debt is subordinated to the Notes or Debt under 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 beCredit Documents; and (ii) to the maximum extent permitted by law, 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 the Issuer Borrower or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its GuaranteeGuarantee of the Loans. (b) Section 4.13(a6.9(a) shall will not be applicable to any guarantees guarantee of any Restricted Subsidiary: (i) guaranteeing Debt existing on the Closing Date; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; (iiiii) arising solely due to the granting of a Permitted Lien that would not otherwise constitute a guarantee of Debt of the Issuer Borrower 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 Pre-Expansion 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$500,000,000, 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 Xxxxx’x, in connection with the operation of cash management programs established in the ordinary course of business for the IssuerBorrower’s benefit or that of any Restricted Subsidiary.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Parent Guarantor shall not permit any Restricted SubsidiarySubsidiary 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 the either Issuer (other than the Notes) ), the Parent Guarantor 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, indenture 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 Guarantorsguarantee of such Debt; and and (IIii) 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 . This clause (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(aa) shall not be applicable to any guarantees of any Restricted Subsidiary: (iA) existing on the August 2019 Issue Date, guaranteeing Debt under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(ii) and Section 4.06(b)(xiii) or guaranteeing Debt in an aggregate principal amount that is less than the greater of $100,000,000 and 1.5% of Total Assets; (B) 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 (ivC) 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 million500,000,000, whose debt has a rating, at the time such guarantee was given, of at least A BBB+ or the equivalent thereof by S&P and at least A2 Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the IssuerParent Guarantor’s benefit or that of any Restricted Subsidiary. ​ ​ (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in Section 4.15(a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to any Person who is not the Parent Guarantor or a Restricted Subsidiary of all of the Capital Stock owned by the Parent Guarantor and its other Restricted Subsidiaries 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) (with respect to any Guarantee created after the August 2019 Issue Date) the release by the Holders of the applicable Issuer’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in Section 4.15(a) above, of their Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee), at a time when: (A) no other Debt of either Issuer, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee); or (iii) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 10.03. (c) Notwithstanding the foregoing, the Parent Guarantor shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that such Guarantee would reasonably be expected to give rise to or result in (A) any violation of applicable law, rule, regulation or order that cannot be avoided or otherwise prevented through measures reasonably available to the Parent Guarantor or such Restricted Subsidiary, (B) personal liability for the officers, directors or shareholders of such Restricted Subsidiary or (C) any significant cost, expense, liability or obligation (including with respect to any Taxes but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary) other than any governmental or regulatory filings required as a result of, or any measures pursuant to sub-clause (A) of this Section 4.15(c) undertaken in connection with, such Guarantee, which cannot be avoided through measures reasonably available to the Parent Guarantor or the Restricted Subsidiary; provided, however, that any Restricted Subsidiary who directly or indirectly, guarantees, assumes or in any other manner become liable for the payment of any obligations under the Existing Ardagh Bonds shall also be required to Guarantee payment of the Notes on the same terms as the guarantee of such obligations. (d) Each such additional Guarantee will 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 and corporate benefit, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. ​ ​

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer shall Company will not permit any of its Restricted Subsidiary, directly or indirectly, Subsidiaries that is not a Guarantor to guarantee, assume or in any other manner become liable for guarantee the payment of any Debt of the Issuer Company or any Guarantor (other than Debt Incurred by any Guarantor as primary obligor under Section 4.09(b)(15) (and in each case any refinancings thereof)) in an aggregate principal amount at any one time outstanding in excess of the Notesgreater of (i) or any Subsidiary Guarantor$50.0 million and (ii) 2.5% of Adjusted Consolidated Net Tangible Assets, unless: (i) (I1) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers an accession deed to the Deed of Guarantee or a supplemental indenture, in form and substance satisfactory to the Trustee, indenture to this Indenture in substantially the form of Exhibit C hereto, as the case may be, providing for a Guarantee guarantee of payment of the Company’s obligations under this Indenture and the Notes by such Restricted Subsidiary on the same similar terms as those set forth the guarantee of the Debt that resulted in this Indenture applicable the creation of such Note Guarantee; except that if such Debt is by its express terms subordinated in right of payment to the Subsidiary Guarantors; and (II) with respect to any guarantee of either Subordinated Debt or the Existing High Yield Notes by such Restricted SubsidiaryNotes, any such guarantee shall of such Restricted Subsidiary with respect to such Debt will be subordinated in right of payment to such Restricted Subsidiary’s Guarantee guarantee with respect to the Notes or substantially to the Guarantee of same extent as such Debt is subordinated to the Notes; and (2) such Restricted Subsidiary will deliver to the Security and Intercreditor Agent, the Trustee and the Paying Agent an Opinion of Counsel to the effect that: (A) such accession deed or supplemental indenture and guarantee, 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 behave been duly executed and authorized; and (iiB) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary waives (subject to customary exceptions and shall not in any manner whatsoever claim limitations), except insofar as enforcement thereof may be limited by bankruptcy, insolvency or take the benefit or advantage ofsimilar laws (including, any rights without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles 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 Guaranteeequity. (b) Section 4.13(a) shall not be applicable to any guarantees Upon written request and the receipt 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 an Officer’s Certificate and Opinion of Counsel to the granting of a Permitted Lien effect that would not otherwise constitute a the amendment or supplement is authorized or permitted under this Indenture and the Security Documents and that all conditions precedent thereto have been satisfied, to the extent it is necessary to amend or supplement the Security Documents to provide for any guarantee of Debt (including, without limitation, a Note Guarantee) permitted by this Indenture, the Trustee is hereby expressly authorized and directed to enter any such amendments or supplements on behalf 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted SubsidiaryHolders.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Parent Guarantor shall not permit any Restricted SubsidiarySubsidiary 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 the either Issuer (other than the Notes) ), the Parent Guarantor 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, indenture 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 Guarantorsguarantee of such Debt; and and (IIii) 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 . This clause (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(aa) shall not be applicable to any guarantees of any Restricted Subsidiary: (iA) existing on the Issue Date, guaranteeing Debt under Credit Facilities permitted to be Incurred pursuant to sub-clauses (ii) and (xiii) of Section 4.06(b) or guaranteeing Debt in an aggregate principal amount that is less than €75,000,000; (B) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred 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 (ivC) 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 guarantee was given, of at least A BBB+ or the equivalent thereof by S&P and at least A2 Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the IssuerParent Guarantor’s benefit or that of any Restricted Subsidiary. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in Section 4.15(a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to any Person who is not the Parent Guarantor or a Restricted Subsidiary of all of the Capital Stock owned by the Parent Guarantor and its other Restricted Subsidiaries 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) (with respect to any Guarantee created after the Issue Date) the release by the Holders of the applicable Issuer’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in Section 4.15(a) above, of their Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee), at a time when: (A) no other Debt of either Issuer, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee); or (iii) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 10.03. (c) Notwithstanding the foregoing, the Parent Guarantor shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that such Guarantee would reasonably be expected to give rise to or result in (A) any violation of applicable law, rule, regulation or order that cannot be avoided or otherwise prevented through measures reasonably available to the Parent Guarantor or such Restricted Subsidiary, (B) personal liability for the officers, directors or shareholders of such Restricted Subsidiary or (C) any significant cost, expense, liability or obligation (including with respect to any Taxes but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary) other than any governmental or regulatory filings required as a result of, or any measures pursuant to sub-clause (A) of this Section 4.15(c) undertaken in connection with, such Guarantee, which cannot be avoided through measures reasonably available to the Parent Guarantor or the Restricted Subsidiary; provided, however, that any Restricted Subsidiary who directly or indirectly, guarantees, assumes or in any other manner become liable for the payment of any obligations under the Existing Ardagh Bonds shall also be required to Guarantee payment of the Notes on the same terms as the guarantee of such obligations. (d) Each such additional Guarantee will 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 and corporate benefit, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer shall not permit any Restricted Subsidiary, directly or indirectlyother than a Guarantor, to guarantee, assume or in any other manner become liable for guarantee the payment of any Debt of under the Existing Issuer (other than the Notes) Credit Facility or any Subsidiary GuarantorAdditional First Lien Debt, unless: (i) (I) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously within 30 days executes and delivers a supplemental indenture, in form and substance satisfactory to the Trustee, indenture to this Indenture providing for a Note 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 except that 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 Guarantor, if such Debt is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, any such guarantee by such Restricted Subsidiary Guarantor;with respect to such Debt shall be subordinated in right of payment to such Note Guarantee substantially to the same extent as such Debt is subordinated to the Notes; and (iiiii) if required pursuant to the terms of this Indenture to pledge any Property to secure its Note Guarantee, such Restricted Subsidiary delivers to the Notes Collateral Agent all instruments and documents as may be necessary or proper to create and perfect a security interest in such Property for the benefit of the Holders of the Notes and the Notes Collateral Agent or its bailee. (b) Notwithstanding the foregoing paragraph (a) of this Section 916, the Issuer shall not be deemed to have arisen under Section 5.01(a)(iv); or failed to comply with such paragraph (iva) given to a bank or trust company incorporated in any member state of the European Union as of if (x) on the Issue Date or Date, each Restricted Subsidiary that guarantees the Existing Issuer Credit Facility and may provide a Note Guarantee without regulatory approval, provides a Note Guarantee and (y) following the Issue Date, until such date as the Notes are guaranteed by each Restricted Subsidiary that guarantees any commercial banking institution that is a member of the U.S. Federal Reserve SystemFirst Lien Obligation, (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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that , and any applicable Restricted Subsidiary (i) endeavor in good faith using commercially reasonable efforts to obtain all material (as determined in good faith by the General Counsel of Issuer) authorizations and consents of federal and state Governmental Authorities required in order for any Restricted SubsidiarySubsidiary that guarantees any First Lien Obligations to also provide a Note Guarantee. SECTION 917. [Reserved].

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Company shall not permit any of its (a) Wholly Owned Restricted SubsidiarySubsidiaries or (b) non-Wholly Owned Restricted Subsidiaries that guarantee other capital markets debt securities of the Company or any Guarantor, directly in each case, that is not a Guarantor or indirectlya special purpose Restricted Subsidiary formed in connection with a Receivables Facility, to guarantee, assume or in any other manner become liable for guarantee the payment of any Debt of the Issuer (other than Excluded Indebtedness) of the Notes) Company or any Subsidiary Guarantor, unless: (i) (I1) such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously within 30 days executes and delivers a supplemental indenture, in form and substance satisfactory to the Trustee, indenture 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 Company’s obligations under this Indenture applicable to and the Subsidiary Guarantors; and (II) with respect to any guarantee of either Subordinated Debt or the Existing High Yield 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 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 or the Guarantee of the Notes, as the case may be, at least substantially to the same extent as such Subordinated Debt is subordinated to the Notes or Notes; and (2) such Restricted Subsidiary delivers to the Trustee an 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 orconstitutes a valid, with respect to a guarantee binding and enforceable obligation 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 (subject to customary exceptions and shall not in any manner whatsoever claim limitations), except insofar as enforcement thereof may be limited by bankruptcy, insolvency or take 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 benefit or advantage of, any rights foregoing provisions 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) this Section 4.13(a) 4.16 shall not be applicable to any guarantees guarantee of any Restricted Subsidiary: (i) Subsidiary that existed at the time such Person became a Restricted Subsidiary if of the guarantee Company and was not incurred 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 Subsidiary 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted SubsidiaryCompany.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Parent Guarantor shall not permit any Restricted SubsidiarySubsidiary 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 the either Issuer (other than the Notes) ), the Parent Guarantor 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, indenture 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 Guarantorsguarantee of such Debt; and and (IIii) 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 . This paragraph (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(aa) shall not be applicable to any guarantees of any Restricted Subsidiary: (iA) existing on the Issue Date, guaranteeing Debt under Credit Facilities permitted to be Incurred pursuant to paragraph (b)(ii) and (b)(xiii) of Section 4.06 or guaranteeing Debt in an aggregate principal amount that is less than €75,000,000 ; (B) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred 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 (ivC) 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 guarantee was given, of at least A BBB+ or the equivalent thereof by S&P and at least A2 Baa1 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the IssuerParent Guarantor’s benefit or that of any Restricted Subsidiary. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to any Person who is not the Parent Guarantor or a Restricted Subsidiary of all of the Capital Stock owned by the Parent Guarantor and its other Restricted Subsidiaries 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) (with respect to any Guarantee created after the Issue Date) the release by the Holders of the applicable Issuer’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee), at a time when: (A) no other Debt of either Issuer, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee); or (iii) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 10.03. (c) Notwithstanding the foregoing, the Parent Guarantor shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that such Guarantee would reasonably be expected to give rise to or result in (A) any violation of applicable law, rule, regulation or order that cannot be avoided or otherwise prevented through measures reasonably available to the Parent Guarantor or such Restricted Subsidiary, (B) personal liability for the officers, directors or shareholders of such Restricted Subsidiary or (C) any significant cost, expense, liability or obligation (including with respect to any Taxes but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary) other than any governmental or regulatory filings required as a result of, or any measures pursuant to clause (A) undertaken in connection with, such Guarantee, which cannot be avoided through measures reasonably available to the Parent Guarantor or the Restricted Subsidiary; provided, however, that any Restricted Subsidiary who directly or indirectly, guarantees, assumes or in any other manner become liable for the payment of any obligations under the Existing Ardagh Bonds shall also be required to Guarantee payment of the Notes on the same terms as the guarantee of such obligations. (d) Each such additional Guarantee will 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 and corporate benefit, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer shall will not permit any Restricted SubsidiarySubsidiary that is not a Guarantor, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of (x) any Debt of the Issuer or any other Restricted Subsidiary incurred pursuant to Section 4.04(a), 4.04(b)(xii) or 4.04(b)(xvi) or (y) any Debt of any other Restricted Subsidiary incurred pursuant to Section 4.04(b)(ii) or 4.04(b)(xviii) and secured by a Lien other than the Notes) or on a first ranking basis, pari passu with any Subsidiary Guarantorother Lien granted by such Restricted Subsidiary, 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, indenture to this Indenture Indenture, substantially in the form of Exhibit D attached hereto, 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 Guarantorsguarantee of such Debt; and and (IIii) 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. This Section 4.11(a) 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 will not be applicable to any guarantees of any Restricted Subsidiary: (iA) existing on the date of this Indenture (and as to any Permitted Refinancing Debt with respect thereto); (B) 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; (iiC) 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)Issuer; or (ivD) 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$500,000,000, 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 Xxxxx’xMxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted Subsidiary. (b) In addition, notwithstanding anything to the contrary herein: (i) no Guarantee shall be required if such Guarantee could reasonably be expected to give rise to or result in (A) personal liability for the officers, directors or shareholders of such Restricted Subsidiary, (B) any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the Issuer or such Restricted Subsidiary or (C) any significant cost, expense, liability or obligation (including with respect of any Taxes) other than reasonable out of pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (B) undertaken in connection with, such Guarantee, which cannot be avoided through measures reasonably available to the Issuer or the Restricted Subsidiary; or (ii) (each such Guarantee will 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. (c) A Guarantor’s Guarantee (and the Guarantee, if any, of any Subsidiary of such Guarantor) will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of 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 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) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary and that does not violate Section 4.07; (ii) upon the designation of such Guarantor (or any parent entity thereof) as an Unrestricted Subsidiary; (iii) such Guarantor is unconditionally released and discharged from its liability with respect to Debt in connection with which such guarantee was executed pursuant to Section 4.11; (iv) legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided under Article Eight; and (v) upon repayment of the Notes.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a1) The Issuer shall not permit any Restricted SubsidiarySubsidiary 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) 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, indenture 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 Guarantorsguarantee of such other Debt; and and (IIii) 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 (iib) to the maximum extent permitted by law, 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. (b2) Section 4.13(aParagraph (1) shall not be applicable to any guarantees guarantee of any Restricted Subsidiary: (i) guaranteeing Debt existing on the Issue Date; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred 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 (iviii) given to a bank or trust company incorporated in any member state of the European Union as of the Issue Date date of this Indenture 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 guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Xxxxx’x, in connection with the operation of cash management programs established for the Issuer’s benefit or that of any Restricted Subsidiary. (3) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (1) above may provide by its terms that it shall be automatically and unconditionally released and discharged upon: (a) any sale, exchange or transfer, to any Person who is not the Issuer’s Affiliate, of all of the Capital Stock owned by the Issuer and its Restricted Subsidiaries in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture); or (b) (with respect to any Guarantee created after the Issue Date) the release by the holders of the Issuer’s or the Guarantor’s Debt described in paragraph (1) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (i) no other Debt of the Issuer (other than the Notes) or any Guarantor (other than the Guarantees) has been guaranteed by such Restricted Subsidiary; or (ii) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (c) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 10.12. (4) Notwithstanding the foregoing, the Issuer shall not be obligated to cause such Restricted Subsidiary to guarantee the Notes to the extent such Guarantee would reasonably be expected to give rise to or result in: (a) any conflict with or violation of applicable law; (b) material risk of personal liability for the officers, directors, shareholders or partners of such Restricted Subsidiary; or (c) any cost, expense, liability or obligation (including with respect to any Taxes but excluding any reasonable guarantee or similar fee payable to the Issuer or any Restricted Subsidiary) other than reasonable expenses and other than reasonable governmental expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) undertaken in connection with, such Guarantee.

Limitation on Guarantees of Debt by Restricted Subsidiaries. (a) The Issuer Parent Guarantor shall not permit any Restricted SubsidiarySubsidiary 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 the either Issuer (other than the Notes) ), the Parent Guarantor 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, indenture 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 Guarantorsguarantee of such Debt; and and (IIii) 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 . This clause (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(aa) shall not be applicable to any guarantees of any Restricted Subsidiary: (iA) existing on the Issue Date, guaranteeing Debt under Credit Facilities permitted to be Incurred pursuant to sub-clauses (ii) and (xiii) of Section 4.06(b) or guaranteeing Debt in an aggregate principal amount that is less than €75,000,000 ; (B) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred 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 (ivC) 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 guarantee was given, of at least A BBB+ or the equivalent thereof by S&P and at least A2 Baa1 or the equivalent thereof by Xxxxx’xMoody’s, in connection with the operation of cash management programs established for the IssuerParent Guarantor’s benefit or that of any Restricted Subsidiary. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in Section 4.15(a) may provide by its terms that it will be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to any Person who is not the Parent Guarantor or a Restricted Subsidiary of all of the Capital Stock owned by the Parent Guarantor and its other Re stricted Subsidiaries 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) (with respect to any Guarantee created after the Issue Date) the release by the Holders of the applicable Issuer’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in Section 4.15(a), of their Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee), at a time when: (A) no other Debt of either Issuer, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Obligations under such Debt other than as a result of payment under such Guarantee); or (iii) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 10.03. (c) Notwithstanding the foregoing, the Parent Guarantor shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that such Guarantee would reasonably be expected to give rise to or result in (A) any violation of applicable law, rule, regulation or order that cannot be avoided or otherwise prevented through measures reasonably available to the Parent Guarantor or such Restricted Subsidiary, (B) personal liability for the officers, directors or shareholders of such Restricted Subsidiary or (C) any significant cost, expense, liability or obligation (including with respect to any Taxes but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary) other than any governmental or regulatory filings required as a result of, or any measures pursuant to sub-clause (A) of this Section 4.15(c) undertaken in connection with, such Guarantee, which cannot be avoided through measures reasonably available to the Parent Guarantor or the Restricted Subsidiary; provided, however, that any Restricted Subsidiary who directly or indirectly, guarantees, assumes or in any other manner become liable for the payment of any obligations under the Existing Ardagh Bonds shall also be required to Guarantee payment of the Notes on the same terms as the guarantee of such obligations. (d) Each such additional Guarantee will 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 and corporate benefit, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.