Common use of any Subsidiary of an Unrestricted Subsidiary Clause in Contracts

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Subsidiary of the Borrower (other than any Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designated, and (2) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary. The Board of Directors of the Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default or Event of Default shall have occurred and be continuing and, on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower shall be notified by the Borrower to the Administrative Agent by promptly filing with such Administrative Agent a copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that that either (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designateddesignated has total consolidated assets of $1,000 or less or (b) if the Subsidiary to be so designated has total consolidated assets in excess of $1,000, and (2) its Subsidiaries has not such designation complies with Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the time preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of designation, this Indenture and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant of such Subsidiary will be deemed to which the lender has recourse to any be incurred by a Restricted Subsidiary of the assets Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Borrower or any Restricted SubsidiaryIssuer will be in Default of Section 4.09 hereof. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, (i) no Default or Event of Default shall have occurred and be continuing andand (ii) (x) any outstanding Indebtedness of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.09 hereof (including pursuant to clause (xiv) of Section 4.09(b) hereof treating such redesignation as an acquisition for the purpose of such clause) and shall be deemed to be incurred thereunder and (y) all Liens encumbering the assets of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.12 hereof and shall be deemed to be incurred thereunder, in each case calculated on a pro forma basis taking into account as if such designation, designation had occurred at the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02beginning of the applicable reference period. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent delivering to the Trustee a copy of the resolution of the Board of Directors the Issuer or any direct or indirect parent of the Issuer giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless unless, as of the time of designation, such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b1) such designation complies with Section 7.01, 4.07 hereof; and (c2) each of: (1a) the Subsidiary to be so designated, ; and (2b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Issuer or any Restricted SubsidiarySubsidiary except for Liens described in clause (28) of the definition of “Permitted Liens”. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing andand either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test described in Section 4.10(a) hereof; or (2) the Consolidated Net Leverage Ratio for the Issuer and its Restricted Subsidiaries would be less than or equal to such ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless unless, as of the time of designation, such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, on any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b1) such designation complies with Section 7.01, 4.07 hereof; and (c2) each of: (1a) the Subsidiary to be so designated, ; and (2b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Issuer or any Restricted Subsidiary. The Board of Directors Subsidiary except for Liens described in clause (28) of the Borrower definition of “Permitted Liens.” The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing andand either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test described in Section 4.10(a) hereof; or (2) the Consolidated Net Leverage Ratio for the Issuer and its Restricted Subsidiaries would be less than or equal to such ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) other than [EFIH Finance] [ADD NAME OF CORPORATE CO-OBLIGOR IF NOT EFIH FINANCE] or any Guarantor owning Collateral to be an Unrestricted Subsidiary Subsidiary, unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that (a1) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body Persons performing a similar function are owned, directly or indirectly, by the Borrower,Issuer; (b2) such designation complies with Section 7.01, 4.07 hereof; and (c3) each of: (1a) the Subsidiary to be so designated, ; and (2b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Issuer or any Restricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing andcontinuing, and (A) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to clause (i) of the Fixed Charge Coverage Ratio test as set forth in Section 4.09(a) hereof; or (B) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that (a1) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body Persons performing a similar function are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, Issuer; and (c2) each of: (1a) the Subsidiary to be so designated, ; and (2b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Issuer or any Restricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing andand either: (1) the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board board of Directors directors of the Issuer or any committee thereof giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySub-sidiary or a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein) to be an Unrestricted Subsidiary unless only if: (1) such Subsidiary or any of its Subsidiaries owns does not own any Equity Interests Capital Stock or Indebtedness Indebted-ness of, or owns own or holds hold any Lien on, on any property of, the Borrower Issuer or any other Subsidiary of the Borrower (other than any Issuer which is not a Subsidiary of the Subsidiary to be so designated)designated or otherwise an Unrestricted Subsidiary; provided that and (a2) any Unrestricted Subsidiary must be an entity of which shares such designation and the Investment of the Issuer in such Subsidiary complies with Sec-tion 3.3. “Voting Stock” of a Person means all classes of Capital Stock or other Equity Interests (including partnership interests) of such Person then outstanding and normal-ly entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for vote in the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designated, and (2) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary. The Board of Directors of the Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default or Event of Default shall have occurred and be continuing and, on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of such Person. “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Pre-ferred Stock, as the Borrower case may be, at any date, the number of years obtained by dividing: (1) the sum of the products obtained by multiplying (i) the amount of each then remaining scheduled installment, sinking fund, serial maturity or other required scheduled payments of principal, in-cluding payment at final scheduled maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (2) ferred Stock; the then outstanding principal amount of such Indebtedness, Disqualified Stock or Pre-provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness, Disqualified Stock or Preferred Stock that is being modified, refinanced, refunded, renewed, replaced or extended (the “Applica-ble Indebtedness”), the effects of any prepayments or amortization made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be notified by disre-garded. “Wholly Owned Domestic Subsidiary” means any Wholly-Owned Subsidiary that is a Domestic Subsidi-ary. “Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the Borrower outstanding Capital Stock or other ownership interests of which (other than (x) directors’ qualifying shares or other ownership interests and (y) a nominal number of shares or other ownership interests issued to foreign nationals to the Administrative Agent extent required by promptly filing with applicable laws) shall at the time be owned by such Administrative Agent Person or by one or more Wholly-Owned Subsidiar-ies of such Person. “Write-down and Conversion Powers” means any write-down, conversion, transfer, modification or sus-pension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in Germany, relating to the transposition of Directive 2014/59/EU establishing a copy of framework for the recovery and resolution of credit institutions and investment firms as amended from time to time, including but not limited to the Board of Directors giving effect German Recovery and Resolution Act (Sanerungs-und Abwicklungsgesetz) as amended from time to such designation time, and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.instruments, rules and standards created thereunder, pursuant to which: -45-

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary or a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein) to be an Unrestricted Subsidiary unless only if: 48 EU-DOCS\26039728.6 (1) such Subsidiary or any of its Subsidiaries owns does not own any Equity Interests Capital Stock or Indebtedness of, or owns own or holds hold any Lien on, on any property of, the Borrower Issuer, or any other Subsidiary of the Borrower (other than any Issuer which is not a Subsidiary of the Subsidiary to be so designated)designated or otherwise an Unrestricted Subsidiary; provided that and (a2) any Unrestricted Subsidiary must be an entity of which shares such designation and the Investment of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority Issuer and the Restricted Subsidiaries in such Subsidiary complies with Section 4.05. Any such designation by the Board of Directors of the votes Issuer shall be evidenced to the Trustee by filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designated, and (2) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiaryforegoing conditions. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, that immediately after giving effect to such designation (1) no Default or Event of Default shall have occurred would result therefrom and (2)(x) the Issuer could Incur at least $1.00 of additional Indebtedness under Section 4.04(a) or (y) the Consolidated Net Leverage Ratio would be continuing andno higher than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower shall be notified by the Borrower evidenced to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and or an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions. “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors. “Wholly Owned Subsidiary” means (1) in respect of any Person, a Person, all of the Capital Stock of which (other than (a) directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law, regulation or to ensure limited liability and (b) in the case of a Receivables Entity, shares held by a Person that is not an Affiliate of the Issuer solely for the purpose of permitting such Person (or such Person’s designee) to vote with respect to customary major events with respect to such Receivables Entity, including without limitation the institution of bankruptcy, insolvency or other similar proceedings, any merger or dissolution, and any change in charter documents or other customary events) is owned by that Person directly or (2) indirectly by a Person that satisfies the requirements of clause (1) of this definition. “York Property” means the property containing the corporate offices of the Target as well as the Target’s sole North American auction salesroom and principal North American exhibition space, including S|2, the Target’s private sale exhibition gallery. “York Property Mortgage” means the loan agreement dated as of July 1, 2015, as amended or supplemented, between, inter alios, 1334 York, LLC as borrower and HSBC Bank USA, National Association and Industrial and Commercial Bank of China, Limited, New York Branch as lenders, pursuant to which a mortgage was created over the York Property.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, on any property of, the Borrower Issuer or any other Subsidiary of the Borrower (other than any Issuer that is not a Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes provided, however, that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designated, and (2) designated and its Subsidiaries has do not at the time of designation, designation have and does do not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Issuer or any of its Restricted SubsidiarySubsidiaries; provided, further, however, that either: (a) the Subsidiary to be so designated has total consolidated assets of US$1,000 or less; or (b) if such Subsidiary has consolidated assets greater than US$1,000, then such designation would be permitted under Condition 9.5. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided thatprovided, however, that immediately after giving effect to such designation no Default designation: (1) the Issuer would be permitted to Incur US$1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Condition 9.4(a) or Event of Default shall have occurred (2) the Consolidated Leverage Ratio for the Issuer and its Restricted Subsidiaries would be continuing andless than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower shall be notified by the Borrower to the Administrative Agent by promptly filing with such Administrative Agent a copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.and

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary of the Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, on any property of, the Borrower or any other Subsidiary of the Borrower (other than any Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes provided, however, that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designated, and (2) designated and its Subsidiaries has do not at the time of designation, designation have and does do not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of its Restricted SubsidiarySubsidiaries (other than Equity Interests of Unrestricted Subsidiaries); provided, further, however, that either: (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 6.02. The Board of Directors of the Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided thatprovided, however, that immediately after giving effect to such designation no Default designation: (A) if the designated Subsidiary is a Subsidiary of the Borrower or Event any of Default shall have occurred its Restricted Subsidiaries (but is not a Subsidiary of Opco or any of its Restricted Subsidiaries), (1) the Borrower could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in clause (i) of the first paragraph of Section 6.01 or (2) the Fixed Charge Coverage Ratio for the Borrower and its Restricted Subsidiaries would be continuing andgreater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, or (B) if the Borrower would be permitted to incur such designated Subsidiary is a Subsidiary of Opco or any of its Restricted Subsidiaries, (1) Opco could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in clause (ii) of the first paragraph of Section 7.026.01 or (2) the Fixed Charge Coverage Ratio for Opco and its Restricted Subsidiaries would be greater than such ratio for Opco and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and (y) no Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors of the Borrower shall be notified by the Borrower evidenced to the Administrative Agent by promptly filing with such the Administrative Agent a copy of the resolution of the Board of Directors of the Borrower giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, of the Borrower Issuer or any Restricted Subsidiary of the Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b1) such designation complies with Section 7.01, 4.07; and (c2) each of: (1a) the Subsidiary to be so designated, ; and (2b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Issuer or any Restricted Subsidiary (other than Equity Interests in the Unrestricted Subsidiary). The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing andand either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09(b); or (2) the Fixed Charge Coverage Ratio for the Issuer and the Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and the Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors the Issuer giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that (a1) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body Persons performing a similar function are owned, directly or indirectly, by the Borrower,Issuer; (b2) such designation complies with Section 7.01, 4.07 hereof; and (c3) each of: (1a) the Subsidiary to be so designated, ; and (2b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Issuer or any Restricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing andand either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test described in Section 4.10(a) hereof; or (2) the Consolidated Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board board of Directors directors of the Issuer or any committee thereof giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) Subsidiary to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness Capital Stock of, or owns or holds any Lien on, on any property of, the Borrower or any other Subsidiary of the Borrower (other than any that is not a Subsidiary of the Subsidiary to be so designated)designated or another Unrestricted Subsidiary; provided that: (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled Borrower certifies to cast at least a majority of the votes Agent that may be cast by all shares or Equity Interests having ordinary voting power for such designation complies with the election of directors or other governing body are owned, directly or indirectly, by the Borrower,covenant set forth in Sections 6.02 and 6.16; and (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designated, and (2) designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of its Restricted SubsidiarySubsidiaries. The Board of Directors of the Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, Subsidiary only if immediately before and immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing and, on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02continuing. Any such designation by the Board of Directors of the Borrower shall be notified evidenced by the Borrower to the Administrative Agent by promptly filing with such Administrative Agent a copy of the resolution of the Board of Directors Resolution giving effect to such designation and an Officers’ Certificate delivered to the Agent certifying (and setting forth reasonably detailed calculations demonstrating) that such designation complied with the foregoing provisions. Actions taken by an Unrestricted Subsidiary will not be deemed to have been taken, directly or indirectly, by the Borrower or any Restricted Subsidiary. Notwithstanding the foregoing, as of the Closing Date, all of the Subsidiaries of the Borrower will be Restricted Subsidiaries.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b1) such designation complies with is not prohibited by Section 7.01, 4.07 hereof; and (c2) each of: (1a) the Subsidiary to be so designated, ; and (2b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Issuer or any Restricted SubsidiarySubsidiary except for guarantees by the Issuer or any of its Restricted Subsidiaries incurred in accordance with this Indenture. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing andand either: (1) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Ratio Test; or (2) the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would be equal to or greater than it was immediately prior to such designation, on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent delivering to the Trustee a copy of the resolution of the Board board of Directors directors of the Issuer or any committee thereof giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided provided, that: (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, 4.07; and (cb) each of: of (1a) the Subsidiary to be so designated, and designated and (2b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Issuer or any Restricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided provided, that, immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing andand either: (a) the Issuer could incur at least €1.00 of additional Indebtedness pursuant to the Pro Rata Fixed Charge Coverage Test; or (b) the Pro Rata Fixed Charge Coverage Ratio would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes provided, that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each ofeither: (1i) the Subsidiary to be so designated, anddesignated has total consolidated assets of $1,000 or less; or (2ii) its Subsidiaries if the Subsidiary to be so designated has not total consolidated assets in excess of $1,000, such designation complies with Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the time preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of designation, the Indenture and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant of such Subsidiary will be deemed to which the lender has recourse to any be incurred by a Restricted Subsidiary of the assets Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Borrower or any Restricted SubsidiaryIssuer will be in Default of such covenant. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, (i) no Default or Event of Default shall have occurred and be continuing andand (ii) (x) any outstanding Indebtedness of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.09 hereof (including pursuant to clause (xiv) of Section 4.09(b) hereof treating such redesignation as an acquisition for the purpose of such clause) and shall be deemed to be incurred thereunder and (y) all Liens encumbering the assets of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.12 hereof and shall be deemed to be incurred thereunder, in each case calculated on a pro forma basis taking into account as if such designation, designation had occurred at the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. beginning of the applicable reference period.Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors the Issuer or any direct or indirect parent of the Issuer giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) ), other than the Co-Issuer, to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that that either (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designateddesignated has total consolidated assets of $1,000 or less or (b) if the Subsidiary to be so designated has total consolidated assets in excess of $1,000, and (2) its Subsidiaries has not such designation complies with Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the time preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of designation, this Indenture and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant of such Subsidiary will be deemed to which the lender has recourse to any be incurred by a Restricted Subsidiary of the assets Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Borrower or any Restricted SubsidiaryIssuer will be in Default of Section 4.09 hereof. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, (i) no Default or Event of Default shall have occurred and be continuing andand (ii) (x) any outstanding Indebtedness of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.09 hereof (including pursuant to clause (xiv) of Section 4.09(b) hereof treating such redesignation as an acquisition for the purpose of such clause) and shall be deemed to be incurred thereunder and (y) all Liens encumbering the assets of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.12 hereof and shall be deemed to be incurred thereunder, in each case calculated on a pro forma basis taking into account as if such designation, designation had occurred at the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02beginning of the applicable reference period. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors the Issuer or any Parent Entity giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer other than the Co-Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided provided, that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each of: (1i) either (a) the Subsidiary to be so designateddesignated has total consolidated assets of $1,000 or less or (b) if the Subsidiary to be so designated has total consolidated assets in excess of $1,000, such designation complies with Section 4.07 hereof; and (2ii) each of (A) the Subsidiary to be so designated and (B) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Issuer or any Restricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided provided, that, immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing andand either: (a) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; or (b) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary or a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein) to be an Unrestricted Subsidiary unless only if: (1) such Subsidiary or any of its Subsidiaries owns does not own any Equity Interests Capital Stock or Indebtedness of, or owns own or holds hold any Lien on, on any property of, the Borrower Issuer, or any other Subsidiary of the Borrower (other than any Issuer which is not a Subsidiary of the Subsidiary to be so designated)designated or otherwise an Unrestricted Subsidiary; provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designated, and (2) its Subsidiaries has not at such designation and the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any Investment of the assets Issuer and the Restricted Subsidiaries in such Subsidiary complies with Section 4.05. Any such designation by the Board of Directors of the Borrower or any Restricted SubsidiaryIssuer shall be evidenced to the Trustee by filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, that immediately after giving effect to such designation (1) no Default or Event of Default shall have occurred would result therefrom and (2)(x) the Issuer could Incur at least $1.00 of additional Indebtedness under Section 4.04(a) or (y) the Consolidated Net Leverage Ratio would be continuing andno higher than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower shall be notified by the Borrower evidenced to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and or an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary but excluding each Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b1) such designation complies with Section 7.01, 4.07 hereof; and (c2) each of: : (1a) the Subsidiary to be so designated, and ; and (2b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Issuer or any Restricted Subsidiary. The Board of Directors Subsidiary except for Liens described in clause (28) of the Borrower definition of “Permitted Liens.” The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing andand either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof; or (2) the Consolidated Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than or equal to such ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer other than the Co-Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that that either (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designateddesignated has total consolidated assets of $1,000 or less or (b) if the Subsidiary to be so designated has total consolidated assets in excess of $1,000, and (2) its Subsidiaries has not such designation complies with Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the time preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of designation, this Indenture and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant of such Subsidiary will be deemed to which the lender has recourse to any be incurred by a Restricted Subsidiary of the assets Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Borrower or any Restricted SubsidiaryIssuer will be in Default of Section 4.09. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, (i) no Default or Event of Default shall have occurred and be continuing andand (ii) (x) any outstanding Indebtedness of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.09 (including pursuant to Section 4.09(b)(xiv) treating such redesignation as an acquisition for the purpose of such clause) and shall be deemed to be incurred thereunder and (y) all Liens encumbering the assets of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.12 and shall be deemed to be incurred thereunder, in each case calculated on a pro forma basis taking into account as if such designation, designation had occurred at the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02beginning of the applicable reference period. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Subsidiary of the Borrower Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that that either (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designateddesignated has total consolidated assets of $1,000 or less or (b) if the Subsidiary to be so designated has total consolidated assets in excess of $1,000, and (2) its Subsidiaries has not such designation complies with Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the time preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of designation, this Indenture and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant of such Subsidiary will be deemed to which the lender has recourse to any be incurred by a Restricted Subsidiary of the assets Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Borrower or any Restricted SubsidiaryIssuer will be in Default of Section 4.09 hereof. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, (i) no Default or Event of Default shall have occurred and be continuing andand (ii) (x) any outstanding Indebtedness of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.09 hereof (including pursuant to Section 4.09(b)(xiv) hereof treating such redesignation as an acquisition for the purpose of such clause) and shall be deemed to be incurred thereunder and (y) all Liens encumbering the assets of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.12 hereof and shall be deemed to be incurred thereunder, in each case calculated on a pro forma basis taking into account as if such designation, designation had occurred at the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02beginning of the applicable reference period. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent delivering to the Trustee a copy of the resolution of the Board of Directors the Issuer or any direct or indirect parent of the Issuer giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary of the Borrower) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, on any property of, the Borrower or any other Subsidiary of the Borrower (other than any that is not a Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes provided, however, that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designated, and (2) designated and its Subsidiaries has do not at the time of designation, designation have and does do not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of its Restricted SubsidiarySubsidiaries; provided, further, however, that either: (i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 5.03. The Board of Directors of the Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided thatprovided, however, that immediately after giving effect to such designation no Default designation: (1) the Borrower could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth under Section 5.02(a), or Event of Default shall have occurred (2) the Fixed Charge Coverage Ratio for the Borrower and its Restricted Subsidiaries would be continuing andgreater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower shall be notified by the Borrower to the Administrative Agent by promptly filing with such Administrative Agent a copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.and

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower such Person (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower of such Person or any Restricted Subsidiary of the Borrower thereof (other than solely any Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b1) such designation complies with Section 7.01, 4.07; and (c2) each of: (1a) the Subsidiary to be so designated, ; and (2b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower such Person or any Restricted Subsidiary thereof (other than Equity Interests in the Unrestricted Subsidiary). The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing andand either: (1) (x) in the case of a designation of an Unrestricted Subsidiary of the Issuer or any of its Restricted Subsidiaries (other than OpCo and its Restricted Subsidiaries), the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (i) of Section 4.09(a) and (y) in the case of a designation of an Unrestricted Subsidiary of OpCo or any of its Restricted Subsidiaries, OpCo would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (ii) of Section 4.09(a); or (2) (x) in the case of a designation of an Unrestricted Subsidiary of the Issuer or any of its Restricted Subsidiaries (other than OpCo and its Restricted Subsidiaries), the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or greater than such Fixed Charge Coverage Ratio immediately prior to such designation and (y) in the case of a designation of an Unrestricted Subsidiary of OpCo or any of its Restricted Subsidiaries, the Fixed Charge Coverage Ratio of OpCo and its Restricted Subsidiaries is equal to or greater than such Fixed Charge Coverage Ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution of the Board of Directors the Issuer giving effect to such designation and an Officers’ Officer’s Certificate certifying that such designation complied with the foregoing provisions. Unless otherwise indicated in this Indenture, all references to Unrestricted Subsidiaries shall mean Unrestricted Subsidiaries of the Issuer.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Subsidiary of the Borrower Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Issuer or any Restricted Subsidiary of the Borrower (other than any Subsidiary of the Subsidiary to be so designated); provided provided, however, that (a) any Unrestricted Subsidiary must such designation would be an entity permitted by Section 1010 and the definition of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower,“Investments”; and (b) such designation complies with Section 7.01, and (c) each of: (1) the Subsidiary to be so designated, designated and (2) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Issuer or any Restricted Subsidiary. The Board of Directors of the Borrower Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided provided, however, that, immediately after giving effect to such designation no Default or Event of Default shall have occurred and be continuing andand either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under Section 1011(a) or (2) the Fixed Charge Coverage Ratio for the Issuer and the Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and the Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower Issuer shall be notified by the Borrower Issuer to the Administrative Agent Trustee by promptly filing with such Administrative Agent the Trustee a copy of the resolution an Officer’s Certificate of the Board chief financial officer of Directors giving effect to such designation and an Officers’ Certificate the Issuer certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Subsidiary of the Borrower (other than any Subsidiary of the Subsidiary to be so designated); provided that: (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (b1) such designation complies with Section 7.01, 6.1; and (c2) each of: (1A) the Subsidiary to be so designated, ; and (2B) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary. The Board of Directors of the Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation designation, no Default or Event of Default shall have occurred and be continuing andand either: (1) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first sentence under Section 6.3; or (2) the Fixed Charge Coverage Ratio for the Borrower and its Restricted Subsidiaries would be greater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02. Any such designation by the Board of Directors of the Borrower shall be notified by the Borrower to the Administrative Agent by promptly filing with such Administrative Agent providing a copy of the board resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board Boards of Directors of the Borrower Bond Issuers may designate any Subsidiary of the Borrower Bond Issuers (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Bond Issuers or any Subsidiary of the Borrower their Subsidiaries (other than any Subsidiary of the Subsidiary to be so designated); , provided that: (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower,Bond Issuers; Continuation of “Bank Credit Note No. [•]”. (b) such designation complies with Section 7.019.1 below, clause XVIII, or the Bond Indenture; and (c) each of: of (1A) the Subsidiary to be so designated, and designated and (2B) its Subsidiaries has not not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower Bond Issuers or any Restricted Subsidiary. The Board Boards of Directors of the Borrower Bond Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, that (i) immediately after giving effect to such designation no Default or Event of Default shall will have occurred and be continuing andcontinuing; and (ii) after giving effect thereto, on a the Bond Issuers shall be in pro forma basis taking into account such designation, compliance with the Borrower would be permitted to incur such Indebtedness pursuant to Section 7.02Financial Ratios. Any such designation by the Board Boards of Directors of the Borrower shall Bond Issuers will be notified by the Borrower Bond Issuers to the Administrative Agent by promptly filing with such the Administrative Agent a copy of the resolution of the each Board of Directors Resolution giving effect to such designation and an Officers’ Certificate of the Bond Issuers certifying that such designation complied with the foregoing provisions. Notwithstanding the foregoing, no Subsidiary of the Bond Issuers shall be designated as an Unrestricted Subsidiary if such Subsidiary is not also an Unrestricted Subsidiary under the Bond Financing.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate in writing any Restricted Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Subsidiary of the Borrower thereof (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (ai) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body Persons performing a similar function are owned, directly or indirectly, by the Borrower,; (bii) such Subsidiary is designated as an unrestricted subsidiary (or equivalent term) in respect of and for all purposes under all other Material Indebtedness; (iii) such designation complies with Section 7.01, andshall constitute an Investment by the Borrower or its Restricted Subsidiaries in such Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Borrower’s or its Restricted Subsidiary’s Investment therein; (civ) each of: of (1a) the Subsidiary to be so designated, and designated and (2b) its Subsidiaries has not not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary. The Board ; (v) no Event of Directors Default has occurred and is continuing at the time of the Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiarysuch designation; provided that, immediately and (vi) after giving effect to such designation no Default or Event of Default shall have occurred and be continuing and, on a pro forma basis taking into account such designation, the Total Net Leverage Ratio and Minimum Consolidated Interest Coverage Ratio of the Borrower shall each be 0.25:1.00 lower than the required Total Net Leverage Ratio and Minimum Consolidated Interest Coverage Ratio set forth in Section 6.10 for the applicable Test Period, regardless of whether the Borrower would be permitted have otherwise been required to incur such Indebtedness comply with the financial covenants pursuant to Section 7.02. the terms of this Agreement; Any such designation by the Board of Directors of the Borrower shall be notified by a Responsible Officer of the Borrower to the Administrative Agent by promptly filing with such the Administrative Agent a copy of the resolution of the Board of Directors of the Borrower giving effect to such designation and an Officers’ Certificate a certificate of such Responsible Officer certifying in reasonable detail that such designation complied with the foregoing provisionsprovisions and providing calculations to demonstrate compliance with clause (vi) hereof. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been redesignated a Restricted Subsidiary may not be subsequently redesignated as an Unrestricted Subsidiary.