Common use of Requirements with respect to Additional Guarantors Clause in Contracts

Requirements with respect to Additional Guarantors. (a) The Issuer shall ensure that any of its Subsidiaries that Guarantees any of the Junior Notes after the Issue Date: (1) executes and delivers supplemental indentures to this Indenture and, if at such time there are any Senior Notes Outstanding (within the meaning of the Senior Note Indenture), the Senior Note Indenture pursuant to which it becomes a Guarantor of the Junior Notes and, if at such time there are any Senior Notes Outstanding (within the meaning of the Senior Note Indenture), the Senior Notes, in each case, in form and substance reasonably satisfactory to the applicable Note Trustee; (2) executes and delivers a Guarantee of the Junior Notes and, if at such time there are any Senior Notes Outstanding (within the meaning of the Senior Note Indenture), a Guarantee of the Senior Notes in form and substance reasonably satisfactory to the Senior Note Trustee (which, for the avoidance of doubt, may be an accession letter to such Guarantee); and an accession letter to the Composite Guarantee in form and substance reasonably satisfactory to the Security Trustee; and (3) becomes a party to the Security Trust and Intercreditor Deed and the Agency Agreement. (b) On or prior to the date on which any Additional Guarantor executes a supplemental indenture to this Indenture to Guarantee the Junior Notes and, if at such time there are any Senior Notes Outstanding (within the meaning of the Senior Note Indenture), a supplemental indenture to the Senior Note Indenture to Guarantee the Senior Notes, the Issuer shall, and shall procure that its relevant Subsidiaries (including the Additional Guarantor), execute and deliver to the Security Trustee, on behalf of the Note Trustees (for the benefit of the Holders of the Junior Notes and, if at such time there are any Senior Notes Outstanding (within the meaning of the Senior Note Indenture) the holders of the Senior Notes) and the other Secured Creditors, Security Documents that provide security (the "NEW SECURITY") for the obligations of such Additional Guarantor under its Guarantee of the Senior Notes, its Guarantee of the Junior Notes and its Guarantee of the other Secured Obligations, which complies with the requirements set forth in this Section 4.14, including subclauses (1) to (8) of clause (c) of this Section 4.14. The Issuer shall deliver, on each date on which an Additional Guarantor executes a supplemental indenture to this Indenture and a Guarantee of the Junior Notes, to the Trustee an Officers' Certificate stating that the Issuer and its relevant Subsidiaries have complied with this Section 4.14 and an Opinion of Outside Counsel in form and substance reasonably satisfactory to the Trustee with respect to the validity of such Guarantee of the Junior Notes and any New Security. For the avoidance of doubt, the requirements of this Section 4.14 shall not apply with respect to the execution of any supplemental indenture to this Indenture pursuant to Section 4.38 (Accession of Italian Guarantor). The New Security shall be subject to the general principles in subclause (4) of clause (c) of this Section 4.14, below, and shall consist of: (1) share pledges over the Equity Interests in such Additional Guarantor; (2) fixed security over any key freehold or leasehold real property (determined by reference to whether such property is key to the business of the Group as a whole) owned or leased by such Additional Guarantor; (3) with respect to any Additional Guarantor that is incorporated or organized under the laws of England, the Republic of Ireland, any state of the United States, Australia, Canada or Hong Kong or any other jurisdiction in which a floating charge (or similar security) is recognized, floating charges (or similar types of security) over all or substantially all of the assets of such Additional Guarantor; and (4) with respect to any Additional Guarantor that is incorporated or organized under the laws of Italy, Germany or any other jurisdiction in which a floating charge (or similar security) is not recognized, security over all material assets (including Equity Interests in any Wholly-Owned Subsidiary of such Additional Guarantor that is directly owned by such Additional Guarantor, receivables, bank accounts, Intellectual Property and movables) of such Additional Guarantor. In addition, the Issuer shall, and shall cause each of its relevant Subsidiaries to, take all necessary action to ensure that the organizational documents of any Subsidiary of the Issuer whose Equity Interests are the subject of a share pledge (other than a floating charge or its equivalent) constituting New Security (including, for the avoidance of doubt, any agreements between or among the owners of such Equity Interests) shall not contain any restrictions or limitations on the transfer of the pledged Equity Interests pursuant to any enforcement of such share pledge, other than (i) to the extent (and only to the extent) required by applicable law or (ii) in the case of any Subsidiary all of the outstanding Voting Stock of which (other than directors' qualifying shares) is not owned, directly or indirectly, by the Issuer and its Subsidiaries, (A) to the extent that the Issuer and its Subsidiaries do not, in the aggregate, possess the requisite voting power or contractual rights to ensure that the organizational documents of such Subsidiary do not contain any such restrictions or limitations or (B) the Issuer reasonably believes that the elimination of any such restrictions or limitations from the organizational documents of such Subsidiary would be prejudicial to the commercial interests of the Issuer and its Subsidiaries in such Subsidiary. (c) For the purposes of clause (b) of this Section 4.14:

Requirements with respect to Additional Guarantors. (a) The Issuer shall ensure that any of its Subsidiaries that Guarantees any of the Junior Notes after the Issue Date: (1) executes and delivers supplemental indentures to this Indenture and, if at such time there are any Senior Notes Outstanding (within the meaning of the Senior Note Indenture), the Senior Note Indenture pursuant to which it becomes a Guarantor of the Junior Notes and, if at such time there are any Senior Notes Outstanding (within the meaning of the Senior Note Indenture), the Senior Notes, in each case, in form and substance reasonably satisfactory to the applicable Note Security Trustee; (2) executes and delivers a Guarantee of the Junior Notes and, if at such time there are any Senior Notes Outstanding (within the meaning of the Senior Note Indenture), a Guarantee of the Senior Notes in form and substance reasonably satisfactory to the Senior Note Trustee (which, for the avoidance of doubt, may be an accession letter to such Guarantee); and an accession letter to the Composite Guarantee in form and substance reasonably satisfactory to the Security Trustee; and (3) becomes a party to the Security Trust and Intercreditor Deed and the Agency Agreement. (b) On or prior to the date on which any Additional Guarantor executes a supplemental indenture to this Indenture to Guarantee the Junior Notes and, if at such time there are any Senior Notes Outstanding (within the meaning of the Senior Note Indenture), a supplemental indenture to the Senior Note Indenture to Guarantee the Senior Notes, the Issuer shall, and shall procure that its relevant Subsidiaries (including the Additional Guarantor), execute and deliver to the Security Trustee, on behalf of the Note Trustees (for the benefit of the Holders of the Junior Notes and, if at such time there are any Senior Notes Outstanding (within the meaning of the Senior Note Indenture) the holders of the Senior Notes) and the other Secured Creditors, Security Documents that provide security (the "NEW SECURITY") for the obligations of such Additional Guarantor under its Guarantee of the Senior Notes, its Guarantee of the Junior Notes and its Guarantee of the other Secured Obligations, which complies with the requirements set forth in this Section 4.14, including subclauses (1) to (8) of clause (c) of this Section 4.14. The Issuer shall deliver, on each date on which an Additional Guarantor executes a supplemental indenture to this Indenture and a Guarantee of the Junior Notes, to the Trustee an Officers' Certificate stating that the Issuer and its relevant Subsidiaries have complied with this Section 4.14 and an Opinion of Outside Counsel in form and substance reasonably satisfactory to the Trustee with respect to the validity of such Guarantee of the Junior Notes and any New Security. For the avoidance of doubt, the requirements of this Section 4.14 shall not apply with respect to the execution of any supplemental indenture to this Indenture pursuant to Section 4.38 (Accession of Italian Guarantor). The New Security shall be subject to the general principles in subclause (4) of clause Clause (c) of this Section 4.14, below, and shall consist of: (1) share pledges over the Equity Interests in such Additional Guarantor; (2) fixed security over any key freehold or leasehold real property (determined by reference to whether such property is key to the business of the Group as a whole) owned or leased by such Additional Guarantor; (3) with respect to any Additional Guarantor that is incorporated or organized under the laws of England, the Republic of Ireland, any state of the United States, Australia, Canada or Hong Kong or any other jurisdiction in which a floating charge (or similar security) is recognized, floating charges (or similar types of security) over all or substantially all of the assets of such Additional Guarantor; and (4) with respect to any Additional Guarantor that is incorporated or organized under the laws of Italy, Germany or any other jurisdiction in which a floating charge (or similar security) is not recognized, security over all material assets (including Equity Interests in any Wholly-Owned Subsidiary of such Additional Guarantor that is directly owned by such Additional Guarantor, receivables, bank accounts, Intellectual Property and movables) of such Additional Guarantor. In addition, the Issuer shall, and shall cause each of its relevant Subsidiaries to, take all necessary action to ensure that the organizational documents of any Subsidiary of the Issuer whose Equity Interests are the subject of a share pledge (other than a floating charge or its equivalent) constituting New Security (including, for the avoidance of doubt, any agreements between or among the owners of such Equity Interests) shall not contain any restrictions or limitations on the transfer of the pledged Equity Interests Interests, including any transfer pursuant to any enforcement of such share pledge, other than (i) to the extent (and only to the extent) required by applicable law or (ii) in the case of any Subsidiary all of the outstanding Voting Stock of which (other than directors' qualifying shares) is not owned, directly or indirectly, by the Issuer and its Subsidiaries, (A) to the extent that the Issuer and its Subsidiaries do not, in the aggregate, possess the requisite voting power or contractual rights to ensure that the organizational documents of such Subsidiary do not contain any such restrictions or limitations or (B) the Issuer reasonably believes that the elimination of any such restrictions or limitations from the organizational documents of such Subsidiary would be prejudicial to the commercial interests of the Issuer and its Subsidiaries in such Subsidiary. (c) For the purposes of clause (b) of this Section 4.14:

Requirements with respect to Additional Guarantors. (a) The Issuer shall ensure that any of its Subsidiaries that Guarantees any of the Junior Senior Notes after the Issue Date: (1) executes and delivers supplemental indentures to this Indenture and, if at such time there are any Senior Junior Notes Outstanding (within the meaning of the Senior Junior Note Indenture), the Senior Junior Note Indenture pursuant to which it becomes a Guarantor of the Junior Senior Notes and, if at such time there are any Senior Junior Notes Outstanding (within the meaning of the Senior Junior Note Indenture), the Senior Junior Notes, in each case, in form and substance reasonably satisfactory to the applicable Note Trustee; (2) executes and delivers a Guarantee of the Junior Senior Notes and, if at such time there are any Senior Junior Notes Outstanding (within the meaning of the Senior Junior Note Indenture), a Guarantee of the Senior Junior Notes in form and substance reasonably satisfactory to the Senior Junior Note Trustee (which, for the avoidance of doubt, may be an accession letter to such Guarantee); , and an accession letter to the Composite Guarantee in form and substance reasonably satisfactory to the Security Trustee; and (3) becomes a party to the Security Trust and Intercreditor Deed and the Agency Agreement. (b) On or prior to the date on which any Additional Guarantor executes a supplemental indenture to this Indenture to Guarantee the Junior Senior Notes and, if at such time there are any Senior Junior Notes Outstanding (within the meaning of the Senior Junior Note Indenture), a supplemental indenture to the Senior Junior Note Indenture to Guarantee the Senior Junior Notes, the Issuer shall, and shall procure that its relevant Subsidiaries (including the Additional Guarantor), execute and deliver to the Security Trustee, on behalf of the Note Trustees (for the benefit of the Holders of the Junior Senior Notes and, if at such time there are any Senior Junior Notes Outstanding (within the meaning of the Senior Junior Note Indenture) the holders of the Senior Junior Notes) and the other Secured Creditors, Security Documents that provide security (the "NEW SECURITY") for the obligations of such Additional Guarantor under its Guarantee of the Senior Notes, its Guarantee of the Junior Notes and its Guarantee of the other Secured Obligations, which complies with the requirements set forth in this Section 4.14, including subclauses (1) to (8) of clause (c) of this Section 4.14. The Issuer shall deliver, on each date on which an Additional Guarantor executes a supplemental indenture to this Indenture and a Guarantee of the Junior Notes, to the Trustee an Officers' Certificate stating that the Issuer and its relevant Subsidiaries have complied with this Section 4.14 and an Opinion of Outside Counsel in form and substance reasonably satisfactory to the Trustee with respect to the validity of such Guarantee of the Junior Notes and any New Security. For the avoidance of doubt, the requirements of this Section 4.14 shall not apply with respect to the execution of any supplemental indenture to this Indenture pursuant to Section 4.38 (Accession of Italian Guarantor). The New Security shall be subject to the general principles in subclause (4) of clause (c) of this Section 4.14, below, and shall consist of: (1) share pledges over the Equity Interests in such Additional Guarantor; (2) fixed security over any key freehold or leasehold real property (determined by reference to whether such property is key to the business of the Group as a whole) owned or leased by such Additional Guarantor; (3) with respect to any Additional Guarantor that is incorporated or organized under the laws of England, the Republic of Ireland, any state of the United States, Australia, Canada or Hong Kong or any other jurisdiction in which a floating charge (or similar security) is recognized, floating charges (or similar types of security) over all or substantially all of the assets of such Additional Guarantor; and (4) with respect to any Additional Guarantor that is incorporated or organized under the laws of Italy, Germany or any other jurisdiction in which a floating charge (or similar security) is not recognized, security over all material assets (including Equity Interests in any Wholly-Owned Subsidiary of such Additional Guarantor that is directly owned by such Additional Guarantor, receivables, bank accounts, Intellectual Property and movables) of such Additional Guarantor. In addition, the Issuer shall, and shall cause each of its relevant Subsidiaries to, take all necessary action to ensure that the organizational documents of any Subsidiary of the Issuer whose Equity Interests are the subject of a share pledge (other than a floating charge or its equivalent) constituting New Security (including, for the avoidance of doubt, any agreements between or among the owners of such Equity Interests) shall not contain any restrictions or limitations on the transfer of the pledged Equity Interests pursuant to any enforcement of such share pledge, other than (i) to the extent (and only to the extent) required by applicable law or (ii) in the case of any Subsidiary all of the outstanding Voting Stock of which (other than directors' qualifying shares) is not owned, directly or indirectly, by the Issuer and its Subsidiaries, (A) to the extent that the Issuer and its Subsidiaries do not, in the aggregate, possess the requisite voting power or contractual rights to ensure that the organizational documents of such Subsidiary do not contain any such restrictions or limitations or (B) the Issuer reasonably believes that the elimination of any such restrictions or limitations from the organizational documents of such Subsidiary would be prejudicial to the commercial interests of the Issuer and its Subsidiaries in such Subsidiary. (c) For the purposes of clause (b) of this Section 4.14:Section

Requirements with respect to Additional Guarantors. (a) The Issuer shall ensure that any of its Subsidiaries that Guarantees any of the Junior Senior Notes after the Issue Date: (1) executes and delivers supplemental indentures to this Indenture and, if at such time there are any Senior Junior Notes Outstanding (within the meaning of the Senior Junior Note Indenture), the Senior Junior Note Indenture pursuant to which it becomes a Guarantor of the Junior Senior Notes and, if at such time there are any Senior Junior Notes Outstanding (within the meaning of the Senior Junior Note Indenture), the Senior Junior Notes, in each case, in form and substance reasonably satisfactory to the applicable Note Trustee; (2) executes and delivers a Guarantee of the Junior Senior Notes and, if at such time there are any Senior Junior Notes Outstanding (within the meaning of the Senior Junior Note Indenture), a Guarantee of the Senior Junior Notes in form and substance reasonably satisfactory to the Senior Junior Note Trustee (which, for the avoidance of doubt, may be an accession letter to such Guarantee); , and an accession letter to the Composite Guarantee in form and substance reasonably satisfactory to the Security Trustee in form and substance reasonably satisfactory to the Security Trustee; and (3) becomes a party to the Security Trust and Intercreditor Deed and the Agency Agreement. (b) On or prior to the date on which any Additional Guarantor executes a supplemental indenture to this Indenture to Guarantee the Junior Senior Notes and, if at such time there are any Senior Junior Notes Outstanding (within the meaning of the Senior Junior Note Indenture), a supplemental indenture to the Senior Junior Note Indenture to Guarantee the Senior Junior Notes, the Issuer shall, and shall procure that its relevant Subsidiaries (including the Additional Guarantor), execute and deliver to the Security Trustee, on behalf of the Note Trustees (for the benefit of the Holders of the Junior Senior Notes and, if at such time there are any Senior Junior Notes Outstanding (within the meaning of the Senior Junior Note Indenture) the holders of the Senior Junior Notes) and the other Secured Creditors, Security Documents that provide security (the "NEW SECURITY") for the obligations of such Additional Guarantor under its Guarantee of the Senior Notes, its Guarantee of the Junior Notes and its Guarantee of the other Secured Obligations, which complies with the requirements set forth in this Section 4.144.15, including subclauses (1) to (8) of clause (c) of this Section 4.144.15. The Issuer shall deliver, on each date on which an Additional Guarantor executes a supplemental indenture to this Indenture and a Guarantee of the Junior Senior Notes, to the Trustee an Officers' Certificate stating that the Issuer and its relevant Subsidiaries have complied with this Section 4.14 4.15 and an Opinion of Outside Counsel in form and substance reasonably satisfactory to the Trustee with respect to the validity of such Guarantee of the Junior Senior Notes and any New Security. For the avoidance of doubt, the requirements of this Section 4.14 shall not apply with respect to the execution of any supplemental indenture to this Indenture pursuant to Section 4.38 (Accession of Italian Guarantor). The New Security shall be subject to the general principles in subclause (4) of clause (c) of this Section 4.144.15, below, and shall consist of: (1) share pledges over the Equity Interests in such Additional Guarantor; (2) fixed security over any key freehold or leasehold real property (determined by reference to whether such property is key to the business of the Group as a whole) owned or leased by such Additional Guarantor; (3) with respect to any Additional Guarantor that is incorporated or organized under the laws of England, the Republic of Ireland, any state of the United States, Australia, Canada or Hong Kong or any other jurisdiction in which a floating charge (or similar security) is recognized, floating charges (or similar types of security) over all or substantially all of the assets of such Additional Guarantor; and (4) with respect to any Additional Guarantor that is incorporated or organized under the laws of Italy, Germany or any other jurisdiction in which a floating charge (or similar security) is not recognized, security over all material assets (including Equity Interests in any Wholly-Owned Subsidiary of such Additional Guarantor that is directly owned by such Additional Guarantor, receivables, bank accounts, Intellectual Property and movables) of such Additional Guarantor. In addition, the Issuer shall, and shall cause each of its relevant Subsidiaries to, take all necessary action to ensure that the organizational documents of any Subsidiary of the Issuer whose Equity Interests are the subject of a share pledge (other than a floating charge or its equivalent) constituting New Security (including, for the avoidance of doubt, any agreements between or among the owners of such Equity Interests) shall not contain any restrictions or limitations on the transfer of the pledged Equity Interests Interests, including any transfer pursuant to any enforcement of such share pledge, other than (i) to the extent (and only to the extent) required by applicable law or (ii) in the case of any Subsidiary all of the outstanding Voting Stock of which (other than directors' qualifying shares) is not owned, directly or indirectly, by the Issuer and its Subsidiaries, (A) to the extent that the Issuer and its Subsidiaries do not, in the aggregate, possess the requisite voting power or contractual rights to ensure that the organizational documents of such Subsidiary do not contain any such restrictions or limitations or (B) the Issuer reasonably believes that the elimination of any such restrictions or limitations from the organizational documents of such Subsidiary would be prejudicial to the commercial interests of the Issuer and its Subsidiaries in such Subsidiary. (c) For the purposes of clause (b) of this Section 4.144.15: