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

Limitation on Issuance of Guarantees of Indebtedness by Subsidiaries. The Issuer will not cause or permit any of its Subsidiaries that is not a Guarantor or the Co-Issuer, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Indebtedness of the Issuers or any Guarantor (i) under any Credit Facilities or (ii) that constitutes Public Indebtedness, unless such Subsidiary executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Subsidiary on the same basis as the guarantee of such Indebtedness within 90 days thereof or if later, within 90 days of the Completion Date; provided that if such Indebtedness is by its terms expressly subordinated in right of payment to the Notes or any Guarantee, any such guarantee, assumption or other liability of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Guarantee at least to the same extent as such Indebtedness is subordinated in right of payment to the Notes or such other Guarantee; provided further (i) a Foreign Subsidiary that is not a Guarantor will not be required to provide a Guarantee pursuant to this Section 4.05 due to any guarantee by the Issuer of Indebtedness of such Foreign Subsidiary and (ii) a Foreign Subsidiary that is not a Guarantor will not be required to provide a Guarantee if such Foreign Subsidiary guarantees, assumes or in any other manner becomes liable for the payment of the Indebtedness of another Foreign Subsidiary that is not a Guarantor if such Indebtedness is guaranteed by the Issuer. To the extent any Subsidiary of the Issuer is required to provide a Guarantee, such Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors or other considerations under applicable law, including fraudulent conveyance.

Limitation on Issuance of Guarantees of Indebtedness by Subsidiaries. The Issuer (a) Smurfit Westrock will not cause or permit any of its Subsidiaries that is not a Guarantor or the Co-Issuer, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Indebtedness of the Issuers Smurfit Westrock or any Guarantor (i) of its Subsidiaries under the Existing Guarantee Covenant Notes or any Credit Facilities or (ii) that constitutes other Public Indebtedness, unless unless, subject to the limitations set forth in this Indenture, such Subsidiary executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Subsidiary on the same basis terms as the guarantee of such Indebtedness within 90 days thereof or if later, within 90 days of the Completion Date10 Business Days thereof; provided that if such Indebtedness is by its terms expressly subordinated in right of payment to the Notes or any Guarantee, any such guarantee, assumption or other liability of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Guarantee of the Notes at least to the same extent as such Indebtedness is subordinated in right of payment to the Notes or such any other Guarantee; provided further . (ib) a Foreign Subsidiary that is not a Guarantor The obligations in paragraph (a) of this Section 4.8 will not be required operative to provide the extent (1) the Notes have an Investment Grade rating from two or more Rating Agencies and (2) none of the Existing Guarantee Covenant Notes benefit from a Guarantee pursuant to guarantee from such Subsidiary. The obligations in paragraph (a) of this Section 4.05 due to any guarantee by the Issuer of Indebtedness of such Foreign Subsidiary 4.8 will be permanently terminated and (ii) a Foreign Subsidiary that is not a Guarantor will not be required to provide a Guarantee if such Foreign Subsidiary guarantees, assumes or no longer in any other manner becomes liable for the payment effect as of the Indebtedness first date on which none of another Foreign Subsidiary that is not a Guarantor if such Indebtedness is guaranteed by the IssuerExisting Guarantee Covenant Notes are outstanding. To the extent any Subsidiary of the Issuer Smurfit Westrock is required to provide a Guarantee, 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, including fraudulent conveyance.

Limitation on Issuance of Guarantees of Indebtedness by Subsidiaries. The Issuer (a) Smurfit Westrock will not cause or permit any of its Subsidiaries that is not a Guarantor or the Co-Issuer, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Indebtedness of the Issuers Smurfit Westrock or any Guarantor (i) of its Subsidiaries under the Existing Guarantee Covenant Notes or any Credit Facilities or (ii) that constitutes other Public IndebtednessIndebtedness unless, unless subject to the limitations set forth in this Indenture, such Subsidiary executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Subsidiary on the same basis terms as the guarantee of such Indebtedness within 90 days thereof or if later, within 90 days of the Completion Date10 Business Days thereof; provided that if such Indebtedness is by its terms expressly subordinated in right of payment to the Notes or any Guarantee, any such guarantee, assumption or other liability of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Guarantee of the Notes at least to the same extent as such Indebtedness is subordinated in right of payment to the Notes or such any other Guarantee; provided further . (ib) a Foreign Subsidiary that is not a Guarantor The obligations in paragraph (a) of this Section 4.8 will not be required operative to provide the extent (1) the Notes have an Investment Grade rating from two or more Rating Agencies and (2) none of the Existing Guarantee Covenant Notes benefit from a Guarantee pursuant to guarantee from such Subsidiary. The obligations in paragraph (a) of this Section 4.05 due to any guarantee by the Issuer of Indebtedness of such Foreign Subsidiary 4.8 will be permanently terminated and (ii) a Foreign Subsidiary that is not a Guarantor will not be required to provide a Guarantee if such Foreign Subsidiary guarantees, assumes or no longer in any other manner becomes liable for the payment effect as of the Indebtedness first date on which none of another Foreign Subsidiary that is not a Guarantor if such Indebtedness is guaranteed by the IssuerExisting Guarantee Covenant Notes are outstanding. To the extent any Subsidiary of the Issuer Smurfit Westrock is required to provide a Guarantee, 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, including fraudulent conveyance.

Limitation on Issuance of Guarantees of Indebtedness by Subsidiaries. The Issuer will not cause or permit any of its Subsidiaries that is not a Guarantor or the Co-IssuerGuarantor, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Indebtedness of under the Issuers Existing Senior Notes or any Guarantor (i) under any Credit Facilities or (ii) that constitutes other Public Indebtedness, unless unless, subject to the limitations set forth in this Indenture, such Subsidiary executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee of payment of the Notes by such Subsidiary on the same basis terms as the guarantee of such Indebtedness within 90 days thereof or if later, within 90 days of the Completion Date10 Business Days thereof; provided that if such Indebtedness is by its terms expressly subordinated in right of payment to the Notes or any Guarantee, any such guarantee, assumption or other liability of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Guarantee of the Notes at least to the same extent as such Indebtedness is subordinated in right of payment to the Notes or such any other Guarantee; provided further that this covenant shall not be applicable to any guarantee of intercompany Indebtedness where the lender under such Indebtedness is party to the Priority Agreement (i) a Foreign Subsidiary that is not a Guarantor but only for so long as the Priority Agreement applies to the Notes). The obligations in the foregoing paragraph will not be required operative to provide a Guarantee pursuant to this Section 4.05 due to any guarantee by the Issuer of Indebtedness of such Foreign Subsidiary extent (1) the Notes have an Investment Grade Rating from the Rating Agencies and (ii2) a Foreign Subsidiary that is not a Guarantor will not be required to provide a Guarantee if such Foreign Subsidiary guarantees, assumes or in any other manner becomes liable for the payment none of the Indebtedness of another Foreign Subsidiary that is not Existing Senior Notes benefit from a Guarantor if guarantee from such Indebtedness is guaranteed by the IssuerSubsidiary. To the extent any Subsidiary of the Issuer is required to provide a Guarantee, 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, including fraudulent conveyance.

Limitation on Issuance of Guarantees of Indebtedness by Subsidiaries. The Issuer will not cause or permit any of its Subsidiaries that is not a Guarantor or the Co-IssuerGuarantor, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Indebtedness of under the Issuers Existing Senior Notes or any Guarantor (i) under any Credit Facilities or (ii) that constitutes other Public Indebtedness, unless unless, subject to the limitations set forth in this Indenture: (1) such Subsidiary executes and delivers a supplemental indenture to this the Indenture providing for a Guarantee of payment of the Notes by such Subsidiary on the same basis terms as the guarantee of such Indebtedness within 90 days thereof or if later, within 90 days of the Completion Date10 Business Days thereof; provided that if such Indebtedness is by its terms expressly subordinated in right of payment to the Notes or any Guarantee, any such guarantee, assumption or other liability of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Guarantee of the Notes at least to the same extent as such Indebtedness is subordinated in right of payment to the Notes or such any other Guarantee; provided further and (i2) a Foreign such Subsidiary that is not a Guarantor waives, and will not be 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 Subsidiary as a result of any payment by such Subsidiary under its Guarantee (unless required to provide a Guarantee pursuant to do so under the Priority Agreement); provided that this Section 4.05 due covenant shall not be applicable to any guarantee by of intercompany Indebtedness where the Issuer of Indebtedness of such Foreign Subsidiary and (ii) a Foreign Subsidiary that is not a Guarantor will not be required to provide a Guarantee if such Foreign Subsidiary guarantees, assumes or in any other manner becomes liable for the payment of the Indebtedness of another Foreign Subsidiary that is not a Guarantor if lender under such Indebtedness is guaranteed by party to the Issuer. To Priority Agreement (but only for so long as the extent any Subsidiary of Priority Agreement applies to the Issuer is required to provide a Guarantee, such Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors or other considerations under applicable law, including fraudulent conveyanceNotes).

Limitation on Issuance of Guarantees of Indebtedness by Subsidiaries. (a) The Issuer Covenant Parent will not cause or permit any of its Subsidiaries that is not a Guarantor or the Co-Issuer, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Indebtedness of the Issuers Covenant Parent or any Guarantor (i) of its Subsidiaries under the Existing Guarantee Covenant Notes or any Credit Facilities or (ii) that constitutes other Public IndebtednessIndebtedness unless, unless subject to the limitations set forth in this Indenture, such Subsidiary executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Subsidiary on the same basis terms as the guarantee of such Indebtedness within 90 days thereof or if later, within 90 days of the Completion Date10 Business Days thereof; provided that if such Indebtedness is by its terms expressly subordinated in right of payment to the Notes or any Guarantee, any such guarantee, assumption or other liability of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Guarantee of the Notes at least to the same extent as such Indebtedness is subordinated in right of payment to the Notes or such any other Guarantee; provided further . (ib) a Foreign Subsidiary that is not a Guarantor The obligations in paragraph (a) of this Section 4.8 will not be required operative to provide the extent (1) the Notes have an Investment Grade rating from two or more Rating Agencies and (2) none of the Existing Guarantee Covenant Notes benefit from a Guarantee pursuant to guarantee from such Subsidiary. The obligations in paragraph (a) of this Section 4.05 due to any guarantee by the Issuer of Indebtedness of such Foreign Subsidiary 4.8 will be permanently terminated and (ii) a Foreign Subsidiary that is not a Guarantor will not be required to provide a Guarantee if such Foreign Subsidiary guarantees, assumes or no longer in any other manner becomes liable for the payment effect as of the Indebtedness first date on which none of another Foreign Subsidiary that is not a Guarantor if such Indebtedness is guaranteed by the IssuerExisting Guarantee Covenant Notes are outstanding. To the extent any Subsidiary of the Issuer Covenant Parent is required to provide a Guarantee, 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, including fraudulent conveyance.