Common use of Limitations on Activities of the Issuer Clause in Contracts

Limitations on Activities of the Issuer. Notwithstanding anything contained in this Indenture to the contrary, the Issuer shall not engage in any business activity or undertake any other activity, except any activity (a) relating to the offering, sale or issuance of the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt (including the Existing Notes), the incurrence of Indebtedness represented by the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, lending or otherwise advancing the proceeds thereof to any Guarantor and any other activities in connection therewith, (b) undertaken with the purpose of fulfilling any obligations under the Notes, the Additional Notes, this Indenture the Convertible PIK Notes Indenture, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind Interest) or any Capital Markets Debt or any security documents or other agreements relating to any of the foregoing, (c) directly related to the establishment and/or maintenance of the Issuer’s corporate existence, (d) performing any act incidental to or necessary in connection with any of the above or (e) other activities that are not specified in (a) through (d) above that are de minimis in nature. The Issuer shall not (a) incur any Indebtedness other than the Indebtedness represented by the Notes and, subject to compliance with Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock), Additional Notes the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, (b) issue any Capital Stock other than the issuance of its ordinary shares to the Parent, any Wholly Owned Restricted Subsidiary of the Parent or otherwise in a de minimis amount to local residents to the extent required by applicable law or (c) make any Restricted Payment or Permitted Investment, other than cash, Cash Equivalents and Intercompany Loans. Notwithstanding the foregoing, the Issuer may pay a dividend using amounts received from the repayment of Intercompany Loans pursuant to clause (iii) of the last paragraph of Section 4.26 (and not in connection with any repayment of Intercompany Loans in connection with a corresponding repayment, redemption or repurchase of any Notes). The Issuer shall not create, incur, assume or suffer to exist any Lien of any kind (other than Issuer Permitted Liens) against or upon any of its property or assets, or any proceeds therefrom. The Issuer shall at all times remain a Wholly Owned Restricted Subsidiary of the Parent. The Issuer shall not merge, consolidate, amalgamate or otherwise combine with or into another Person except the Parent or a wholly owned Guarantor, or sell, convey, transfer, lease or otherwise dispose of (other than any Issuer Permitted Collateral Lien, or any Restricted Payment or Permitted Investment permitted by this Section 4.27) any material property or assets to any Person except the Parent or a wholly owned Guarantor, provided that, in the event it so combines with the Parent or a wholly owned Guarantor or so disposes of property or assets to the Parent or a wholly owned Guarantor, then immediately after such transaction the Parent or such wholly owned Guarantor shall (a) assume all of the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto and (b) deliver to the Trustee an Officers’ Certificate which complies with applicable provisions of this Indenture or investments in the Notes, the Guarantees, Existing Notes and the Existing Guarantees. For so long as any Notes are outstanding, none of the Issuer, the Parent or any other Guarantor shall commence or take any action to cause a winding-up or liquidation of the Issuer. Except as provided in this Indenture, the Issuer shall not, and the Parent shall procure that the Issuer does not, assign or novate its rights under the Intercompany Loans.

Limitations on Activities of the Issuer. Notwithstanding anything contained in this Indenture to the contrary, the Issuer shall not engage in any business activity or undertake any other activity, except any activity (a) relating to the offering, sale or issuance of the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt (including the Existing Notes), the incurrence of Indebtedness represented by the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, lending or otherwise advancing the proceeds thereof to any Guarantor and any other activities in connection therewith, (b) undertaken with the purpose of fulfilling any obligations under the Notes, the Additional Notes, this Indenture the Convertible PIK Notes Indenture, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind Interest) or any Capital Markets Debt or any security documents or other agreements relating to any of the foregoing, (c) directly related to the establishment and/or maintenance of the Issuer’s corporate existence, (d) performing any act incidental to or necessary in connection with any of the above or (e) other activities that are not specified in (a) through (d) above that are de minimis in nature. The Issuer shall not (a) incur any Indebtedness other than the Indebtedness represented by the Notes and, subject to compliance with Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock), Additional Notes the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, (b) issue any Capital Stock other than the issuance of its ordinary shares to the Parent, any Wholly Owned Restricted Subsidiary of the Parent or otherwise in a de minimis amount to local residents to the extent required by applicable law or (c) make any Restricted Payment or Permitted Investment, other than cash, Cash Equivalents and Intercompany Loans. Notwithstanding the foregoing, the Issuer may pay a dividend using amounts received from the repayment of Intercompany Loans pursuant to clause (iii) of the last paragraph of Section 4.26 (and not in connection with any repayment of Intercompany Loans in connection with a corresponding repayment, redemption or repurchase of any Notes). The Issuer shall not create, incur, assume or suffer to exist any Lien of any kind (other than Issuer Permitted Liens) against or upon any of its property or assets, or any proceeds therefrom. The Issuer shall at all times remain a Wholly Wholly-Owned Restricted Subsidiary of the Parent. The Issuer shall not merge, consolidate, amalgamate or otherwise combine with or into another Person except the Parent or a wholly owned Guarantor, or sell, convey, transfer, lease or otherwise dispose of (other than any Issuer Permitted Collateral Lien, or any Restricted Payment or Permitted Investment permitted by this Section 4.27) any material property or assets to any Person except the Parent or a wholly owned Guarantor, provided that, in the event it so combines with the Parent or a wholly owned Guarantor or so disposes of property or assets to the Parent or a wholly owned Guarantor, then immediately after such transaction the Parent or such wholly owned Guarantor shall (a) assume all of the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto and (b) deliver to the Trustee an Officers’ Certificate which complies with applicable provisions of this Indenture or investments in the Notes, the Guarantees, Existing Notes and the Existing Guarantees. For so long as any Notes are outstanding, none of the Issuer, the Parent or any other Guarantor shall commence or take any action to cause a winding-up or liquidation of the Issuer. Except as provided in this Indenture, the Issuer shall not, and the Parent shall procure that the Issuer does not, assign or novate its rights under the Intercompany Loans.

Limitations on Activities of the Issuer. Notwithstanding anything contained in this Indenture to the contrary, the Issuer shall not engage in any business activity or undertake any other activity, except any activity (a) relating to the offering, sale or issuance of the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt (including the Existing Notes), the incurrence of Indebtedness represented by the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, lending or otherwise advancing the proceeds thereof to any Guarantor and any other activities in connection therewith, (b) undertaken with the purpose of fulfilling any obligations under the Notes, the Additional Notes, this Indenture the Convertible PIK Notes Indenture, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind Interest) or any Capital Markets Debt or any security documents or other agreements relating to any of the foregoing, (c) directly related to the establishment and/or maintenance of the Issuer’s corporate existence, (d) performing any act incidental to or necessary in connection with any of the above or (e) other activities that are not specified in (a) through (d) above that are de minimis in nature. The Issuer shall not (a) incur any Indebtedness other than the Indebtedness represented by the Notes and, subject to compliance with Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock), Additional Notes the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, (b) issue any Capital Stock other than the issuance of its ordinary shares to the Parent, any Wholly Owned Restricted Subsidiary of the Parent or otherwise in a de minimis amount to local residents to the extent required by applicable law or (c) make any Restricted Payment or Permitted Investment, other than cash, Cash Equivalents and Intercompany Loans. Notwithstanding the foregoing, the Issuer may pay a dividend using amounts received from the repayment of Intercompany Loans pursuant to clause (iii) of the last paragraph of Section 4.26 (and not in connection with any repayment of Intercompany Loans in connection with a corresponding repayment, redemption or repurchase of any Notes). The Issuer shall not create, incur, assume or suffer to exist any Lien of any kind (other than Issuer Permitted Liens) against or upon any of its property or assets, or any proceeds therefrom. The Issuer shall at all times remain a Wholly Owned Restricted Subsidiary of the Parent. The Issuer shall not merge, consolidate, amalgamate or otherwise combine with or into another Person except the Parent or a wholly owned Guarantor, or sell, convey, transfer, lease or otherwise dispose of (other than any Issuer Permitted Collateral Lien, or any Restricted Payment or Permitted Investment permitted by this Section 4.27) any material property or assets to any Person except the Parent or a wholly owned Guarantor, provided that, in the event it so combines with the Parent or a wholly owned Guarantor or so disposes of property or assets to the Parent or a wholly owned Guarantor, then immediately after such transaction the Parent or such wholly owned Guarantor shall (a) assume all of the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto and (b) deliver to the Trustee an Officers’ Certificate which complies with applicable provisions of this Indenture or investments in the Notes, the Guarantees, Existing Notes and the Existing Guarantees. For so long as any Notes are outstanding, none of the Issuer, the Parent or any other Guarantor shall commence or take any action to cause a winding-up or liquidation of the Issuer. Except as provided in this Indenture, the Issuer shall not, and the Parent shall procure that the Issuer does not, assign or novate its rights under the Intercompany Loans.

Limitations on Activities of the Issuer. Notwithstanding anything contained in this Indenture to the contrary, the Issuer shall not engage in any business activity or undertake any other activity, except any activity (a) relating to the offering, sale or issuance of the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes) and the Senior Secured Notes issued as pay-in-kind interest) and any Capital Markets Debt (including the Existing Notes), the incurrence of Indebtedness represented by the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes), the Senior Secured Notes issued as pay-in-kind interest) and any Capital Markets Debt, lending or otherwise advancing the proceeds thereof to any Guarantor and any other activities in connection therewith, (b) undertaken with the purpose of fulfilling any obligations under the Notes, the Additional Notes, this Indenture the Convertible PIK Notes Indenture, the Convertible PIK Notes (including any Convertible PIK Notes), the Senior Secured Notes issued as pay-in-kind Interest) or any Capital Markets Debt or any security documents or other agreements relating to any of the foregoing, (c) directly related to the establishment and/or maintenance of the Issuer’s corporate existence, (d) performing any act incidental to or necessary in connection with any of the above or (e) other activities that are not specified in (a) through (d) above that are de minimis in nature. The Issuer shall not (a) incur any Indebtedness other than the Indebtedness represented by the Notes (including any PIK Notes) and, subject to compliance with Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock), Additional the Senior Secured Notes the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, (b) issue any Capital Stock other than the issuance of its ordinary shares to the Parent, any Wholly Owned Restricted Subsidiary of the Parent or otherwise in a de minimis amount to local residents to the extent required by applicable law or (c) make any Restricted Payment or Permitted Investment, other than cash, Cash Equivalents and Intercompany Loans. Notwithstanding the foregoing, the Issuer may pay a dividend using amounts received from the repayment of Intercompany Loans pursuant to clause (iii) of the last paragraph of Section 4.26 (and not in connection with any repayment of Intercompany Loans in connection with a corresponding repayment, redemption or repurchase of any Notes). The Issuer shall not create, incur, assume or suffer to exist any Lien of any kind (other than Issuer Permitted Liens) against or upon any of its property or assets, or any proceeds therefrom. The Issuer shall at all times remain a Wholly Owned Restricted Subsidiary of the Parent. The Issuer shall not merge, consolidate, amalgamate or otherwise combine with or into another Person except the Parent or a wholly owned Guarantor, or sell, convey, transfer, lease or otherwise dispose of (other than any Issuer Permitted Collateral Lien, or any Restricted Payment or Permitted Investment permitted by this Section 4.27) any material property or assets to any Person except the Parent or a wholly owned Guarantor, provided that, in the event it so combines with the Parent or a wholly owned Guarantor or so disposes of property or assets to the Parent or a wholly owned Guarantor, then immediately after such transaction the Parent or such wholly owned Guarantor shall (a) assume all of the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto and (b) deliver to the Trustee an Officers’ Certificate which complies with applicable provisions of this Indenture or investments in the Notes, the Guarantees, Existing Notes and the Existing Guarantees. For so long as any Notes are outstanding, none of the Issuer, the Parent or any other Guarantor shall commence or take any action to cause a winding-up or liquidation of the Issuer. Except as provided in this Indenture, the Issuer shall not, and the Parent shall procure that the Issuer does not, assign or novate its rights under the Intercompany Loans.

Limitations on Activities of the Issuer. Notwithstanding anything contained in this Indenture to the contrary, the Issuer shall not engage in any business activity or undertake any other activity, except any activity (a) relating to the offering, sale or issuance of the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes) and the Senior Secured Notes issued as pay-in-kind interest) and any Capital Markets Debt (including the Existing Notes), the incurrence of Indebtedness represented by the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes), the Senior Secured Notes issued as pay-in-kind interest) and any Capital Markets Debt, lending or otherwise advancing the proceeds thereof to any Guarantor and any other activities in connection therewith, (b) undertaken with the purpose of fulfilling any obligations under the Notes, the Additional Notes, this Indenture the Convertible PIK Notes Indenture, the Convertible PIK Notes (including any Convertible PIK Notes), the Senior Secured Notes issued as pay-in-kind Interest) or any Capital Markets Debt or any security documents or other agreements relating to any of the foregoing, (c) directly related to the establishment and/or maintenance of the Issuer’s corporate existence, (d) performing any act incidental to or necessary in connection with any of the above or (e) other activities that are not specified in (a) through (d) above that are de minimis in nature. The Issuer shall not (a) incur any Indebtedness other than the Indebtedness represented by the Notes (including any PIK Notes) and, subject to compliance with Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock), Additional the Senior Secured Notes the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, (b) issue any Capital Stock other than the issuance of its ordinary shares to the Parent, any Wholly Owned Restricted Subsidiary of the Parent or otherwise in a de minimis amount to local residents to the extent required by applicable law or (c) make any Restricted Payment or Permitted Investment, other than cash, Cash Equivalents and Intercompany Loans. Notwithstanding the foregoing, the Issuer may pay a dividend using amounts received from the repayment of Intercompany Loans pursuant to clause (iii) of the last paragraph of Section 4.26 (and not in connection with any repayment of Intercompany Loans in connection with a corresponding repayment, redemption or repurchase of any Notes). The Issuer shall not create, incur, assume or suffer to exist any Lien of any kind (other than Issuer Permitted Liens) against or upon any of its property or assets, or any proceeds therefrom. The Issuer shall at all times remain a Wholly Owned Restricted Subsidiary of the Parent. The Issuer shall not merge, consolidate, amalgamate or otherwise combine with or into another Person except the Parent or a wholly owned Guarantor, or sell, convey, transfer, lease or otherwise dispose of (other than any Issuer Permitted Collateral Lien, or any Restricted Payment or Permitted Investment permitted by this Section 4.27) any material property or assets to any Person except the Parent or a wholly owned Guarantor, provided that, in the event it so combines with the Parent or a wholly owned Guarantor or so disposes of property or assets to the Parent or a wholly owned Guarantor, then immediately after such transaction the Parent or such wholly owned Guarantor shall (a) assume all of the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto and (b) deliver to the Trustee an Officers’ Certificate which complies with applicable provisions of this Indenture or investments in the Notes, the Guarantees, Existing Notes and the Existing Guarantees. For so long as any Notes are outstanding, none of the Issuer, the Parent or any other Guarantor shall commence or take any action to cause a winding-up or liquidation of the Issuer. Except as provided in this Indenture, the Issuer shall not, and the Parent shall procure that the Issuer does not, assign or novate its rights under the Intercompany Loans.

Limitations on Activities of the Issuer. Notwithstanding anything contained in this Indenture to the contrary, the Issuer shall not engage in any business activity or undertake any other activity, except any activity (a) relating to the offering, sale or issuance of the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt (including the Existing Notes), the incurrence of Indebtedness represented by the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, lending or otherwise advancing the proceeds thereof to any Guarantor and any other activities in connection therewith, (b) undertaken with the purpose of fulfilling any obligations under the Notes, the Additional Notes, this Indenture the Convertible PIK Notes Indenture, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind Interest) or any Capital Markets Debt or any security documents or other agreements relating to any of the foregoing, (c) directly related to the establishment and/or maintenance of the Issuer’s corporate existence, (d) performing any act incidental to or necessary in connection with any of the above or (e) other activities that are not specified in (a) through (d) above that are de minimis in nature. The Issuer shall not (a) incur any Indebtedness other than the Indebtedness represented by the Notes and, subject to compliance with Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock), Additional Notes the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, (b) issue any Capital Stock other than the issuance of its ordinary shares to the Parent, any Wholly Owned Restricted Subsidiary of the Parent or otherwise in a de minimis amount to local residents to the extent required by applicable law or (c) make any Restricted Payment or Permitted Investment, other than cash, Cash Equivalents and Intercompany Loans. Notwithstanding the foregoing, the Issuer may pay a dividend using amounts received from the repayment of Intercompany Loans pursuant to clause (iii) of the last paragraph of Section 4.26 (and not in connection with any repayment of Intercompany Loans in connection with a corresponding repayment, redemption or repurchase of any Notes). The Issuer shall not create, incur, assume or suffer to exist any Lien of any kind (other than Issuer Permitted Liens) against or upon any of its property or assets, or any proceeds therefrom. The Issuer shall at all times remain a Wholly Wholly-Owned Restricted Subsidiary of the Parent. The Issuer shall not merge, consolidate, amalgamate or otherwise combine with or into another Person except the Parent or a wholly owned Guarantor, or sell, convey, transfer, lease or otherwise dispose of (other than any Issuer Permitted Collateral Lien, or any Restricted Payment or Permitted Investment permitted by this Section 4.27) any material property or assets to any Person except the Parent or a wholly owned Guarantor, provided that, in the event it so combines with the Parent or a wholly owned Guarantor or so disposes of property or assets to the Parent or a wholly owned Guarantor, then immediately after such transaction the Parent or such wholly owned Guarantor shall (a) assume all of the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto and (b) deliver to the Trustee an Officers’ Certificate which complies with applicable provisions of this Indenture or investments in the Notes, the Guarantees, Existing Notes and the Existing Guarantees. For so long as any Notes are outstanding, none of the Issuer, the Parent or any other Guarantor shall commence or take any action to cause a winding-up or liquidation of the Issuer. Except as provided in this Indenture, the Issuer shall not, and the Parent shall procure that the Issuer does not, assign or novate its rights under the Intercompany Loans.

Limitations on Activities of the Issuer. Notwithstanding anything contained in this Indenture to the contrary, the Issuer shall not engage in any business activity or undertake any other activity, except any activity (a) relating to the offering, sale or issuance of the Notes and the (including any Additional Notes, if any, and PIK Notes) and the Convertible PIK Senior Secured Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt (including the Existing Notes), the incurrence of Indebtedness represented by the Notes and the (including any Additional Notes, if any, and PIK Notes), the Convertible PIK Senior Secured Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, lending or otherwise advancing the proceeds thereof to any Guarantor and any other activities in connection therewith, (b) undertaken with the purpose of fulfilling any obligations under the Notes, the Additional Notes, this Indenture the Convertible PIK Notes Indenture, the Convertible PIK Notes (including any Convertible Additional Notes, if any, and PIK Notes), the Senior Secured Notes issued as pay-in-kind Interest) or any Capital Markets Debt or any security documents or other agreements relating to any of the foregoing, (c) directly related to the establishment and/or maintenance of the Issuer’s corporate existence, (d) performing any act incidental to or necessary in connection with any of the above or (e) other activities that are not specified in (a) through (d) above that are de minimis in nature. The Issuer shall not (a) incur any Indebtedness other than the Indebtedness represented by the Notes (including any Additional Notes, if any, and PIK Notes) and, subject to compliance with Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock), Additional the Senior Secured Notes the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, (b) issue any Capital Stock other than the issuance of its ordinary shares to the Parent, any Wholly Owned Restricted Subsidiary of the Parent or otherwise in a de minimis amount to local residents to the extent required by applicable law or (c) make any Restricted Payment or Permitted Investment, other than cash, Cash Equivalents and Intercompany Loans. Notwithstanding the foregoing, the Issuer may pay a dividend using amounts received from the repayment of Intercompany Loans pursuant to clause (iii) of the last paragraph of Section 4.26 (and not in connection with any repayment of Intercompany Loans in connection with a corresponding repayment, redemption or repurchase of any Notes). The Issuer shall not create, incur, assume or suffer to exist any Lien of any kind (other than Issuer Permitted Liens) against or upon any of its property or assets, or any proceeds therefrom. The Issuer shall at all times remain a Wholly Wholly-Owned Restricted Subsidiary of the Parent. The Issuer shall not merge, consolidate, amalgamate or otherwise combine with or into another Person except the Parent or a wholly owned Guarantor, or sell, convey, transfer, lease or otherwise dispose of (other than any Issuer Permitted Collateral Lien, or any Restricted Payment or Permitted Investment permitted by this Section 4.27) any material property or assets to any Person except the Parent or a wholly owned Guarantor, provided that, in the event it so combines with the Parent or a wholly owned Guarantor or so disposes of property or assets to the Parent or a wholly owned Guarantor, then immediately after such transaction the Parent or such wholly owned Guarantor shall (a) assume all of the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto and (b) deliver to the Trustee an Officers’ Certificate which complies with applicable provisions of this Indenture or investments in the Notes, the Guarantees, Existing Notes and the Existing Guarantees. For so long as any Notes are outstanding, none of the Issuer, the Parent or any other Guarantor shall commence or take any action to cause a winding-up or liquidation of the Issuer. Except as provided in this Indenture, the Issuer shall not, and the Parent shall procure that the Issuer does not, assign or novate its rights under the Intercompany Loans.

Limitations on Activities of the Issuer. Notwithstanding anything contained in this Indenture to the contrary, the Issuer shall not engage in any business activity or undertake any other activity, except any activity (a) relating to the offering, sale or issuance of the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt (including the Existing Notes)Debt, the incurrence of Indebtedness represented by the Notes and the Additional Notes, if any, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, lending or otherwise advancing the proceeds thereof to any Guarantor and any other activities in connection therewith, (b) undertaken with the purpose of fulfilling any obligations under the Notes, the Additional Notes, this Indenture the Convertible PIK Notes Indenture, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind Interest) or any Capital Markets Debt or any security documents or other agreements relating to any of the foregoing, or (c) directly related to the establishment and/or maintenance of the Issuer’s corporate existence, (d) performing any act incidental to or necessary in connection with any of the above or (e) other activities that are not specified in (a) through (d) above that are de minimis in nature. The Issuer shall not (a) incur any Indebtedness other than the Indebtedness represented by the Notes and, subject to compliance with Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock), Additional Notes the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest) and any Capital Markets Debt, (b) issue any Capital Stock other than the issuance of its ordinary shares to the Parent, any Wholly Owned Restricted Subsidiary of the Parent or otherwise in a de minimis amount to local residents to the extent required by applicable law or (c) make any Restricted Payment or Permitted Investment, other than cash, Cash Equivalents and Intercompany Loans. Notwithstanding the foregoing, the Issuer may pay a dividend using amounts received from the repayment of Intercompany Loans pursuant to clause (iii) of the last paragraph of Section 4.26 (and not in connection with any repayment of Intercompany Loans in connection with a corresponding repayment, redemption or repurchase of any Notes). The Issuer shall not create, incur, assume or suffer to exist any Lien of any kind (other than Issuer Permitted Liens) against or upon any of its property or assets, or any proceeds therefrom. The Issuer shall at all times remain a Wholly Wholly-Owned Restricted Subsidiary of the Parent. The Issuer shall not merge, consolidate, amalgamate or otherwise combine with or into another Person except the Parent or a wholly owned Guarantor, or sell, convey, transfer, lease or otherwise dispose of (other than any Issuer Permitted Collateral Lien, or any Restricted Payment or Permitted Investment permitted by this Section 4.27) any material property or assets to any Person except the Parent or a wholly owned Guarantor, provided that, in the event it so combines with the Parent or a wholly owned Guarantor or so disposes of property or assets to the Parent or a wholly owned Guarantor, then immediately after such transaction the Parent or such wholly owned Guarantor shall (a) assume all of the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture substantially in the form attached as Exhibit D E hereto and (b) deliver to the Trustee an Officers’ Certificate which complies with applicable provisions of this Indenture or investments in the Notes, the Guarantees, Existing Notes and the Existing GuaranteesIndenture. For so long as any Notes are outstanding, none of the Issuer, the Parent or any other Guarantor shall commence or take any action to cause a winding-up or liquidation of the Issuer. Except as provided in this Indenture, the Issuer shall not, and the Parent shall procure that the Issuer does not, assign or novate its rights under the Intercompany Loans.