Common use of LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS BY SUBSIDIARIES Clause in Contracts

LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS BY SUBSIDIARIES. (a) The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee or secure the payment of any other Indebtedness of the Company or any of its Restricted Subsidiaries (except Indebtedness of such Restricted Subsidiary or a Restricted Subsidiary of such Restricted Subsidiary) unless: (1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Securities by such Restricted Subsidiary and (2) such Restricted Subsidiary waives and agrees not to in any manner whatsoever claim or take the benefit or advantage of, either any right to receive payment by way of subrogation against the Company or against any direct or indirect security for such obligation, or any other right to be reimbursed, indemnified or exonerated by or for the account of the Company in respect thereof or any right to receive payment, in the nature of contribution or for any other reason, from any other Restricted Subsidiary with respect to such payment, in each case so long as any amount payable by the Company under this Indenture or under the Securities remains unpaid; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or Guarantees by a Restricted Subsidiary to secure Indebtedness under the Credit Facility, the Eximbank Facility and the Grupo Iusacell Notes. Any Guarantee required by this Section to be issued will 57 66 rank no less than pari passu with the Guarantee the issuance of which gave rise to the requirement under this Section. (b) Notwithstanding the foregoing paragraph (a), each Guarantee of the Securities by a Restricted Subsidiary will provide by its terms that it shall be automatically and unconditionally released and discharged upon: (1) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all the Company's and each Restricted Subsidiary's Capital Stock in such Restricted Subsidiary (provided such sale, exchange or transfer is not prohibited by this Indenture), (2) the release or discharge of the Guarantee which gave rise to the requirements under this Section, except a discharge or release by or as a result of payment under such Guarantee and (3) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with terms of this Indenture.

LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS BY SUBSIDIARIES. (a) The Company will shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any of its Restricted Subsidiaries (except Indebtedness of "Guaranteed Debt") unless each such Restricted Subsidiary or a Restricted Subsidiary of such Restricted Subsidiary) unless: (1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for the Guarantee of the payment of the Securities Notes by such Restricted Subsidiary, which Guarantee shall be (i) if the Notes or the Guarantee of such Subsidiary and is subordinated in right of payment to the Guaranteed Debt, the Guarantee under the supplemental indenture shall be subordinated to such Subsidiary's guarantee with respect to the Guaranteed Debt substantially to the same extent as the Notes or the Guarantee are subordinated to the Guaranteed Debt under this Indenture; or (2ii) if the Guaranteed Debt is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary waives and agrees not to in Subsidiary, any manner whatsoever claim or take the benefit or advantage of, either any right to receive payment by way such guarantee of subrogation against the Company or against any direct or indirect security for such obligation, or any other right to be reimbursed, indemnified or exonerated by or for the account of the Company in respect thereof or any right to receive payment, in the nature of contribution or for any other reason, from any other Restricted Subsidiary with respect to the Guaranteed Debt shall be subordinated in right of payment to such payment, in each case so long Subsidiary's Guarantee with respect to the Notes substantially to the same extent as any amount payable by the Company under this Indenture Guaranteed Debt is subordinated to the Notes or under the Securities remains unpaid; provided that this paragraph shall not be applicable to any Guarantee of such Subsidiary. Notwithstanding the foregoing, any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or Guarantees Guarantee by a Restricted Subsidiary to secure Indebtedness under the Credit Facility, the Eximbank Facility and the Grupo Iusacell Notes. Any Guarantee required by this Section to be issued will 57 66 rank no less than pari passu with the Guarantee the issuance of which gave rise to the requirement under this Section. (b) Notwithstanding the foregoing paragraph (a), each Guarantee of the Securities by a Restricted Subsidiary will Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon: (1) upon any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each Restricted stock in, or all or substantially all the assets of, such Subsidiary's Capital Stock in such Restricted Subsidiary (provided such , which sale, exchange or transfer is not prohibited by this Indenture), (2) the release or discharge of the Guarantee which gave rise to the requirements under this Section, except a discharge or release by or as a result of payment under such Guarantee and (3) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary made in accordance with terms of this Indenture.compliance