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

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof; and (2) 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 Issuer or any Restricted Subsidiary except for Liens described in clause (28) of the 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, no Default shall have occurred and be continuing and 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. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof; and (2) each of: that either (a) the Subsidiary to be so designated; and designated has total consolidated assets of $1,000 or less or (b) 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, 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 of the assets be incurred by a Restricted Subsidiary of the Issuer or any Restricted Subsidiary except for Liens described as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Issuer will be in clause (28) Default of the definition of “Permitted Liens”Section 4.09 hereof. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, (i) no Default shall have occurred and be continuing and either: (1ii) the Issuer could incur at least $1.00 (x) any outstanding Indebtedness of additional Indebtedness such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.09 hereof (including pursuant to the Consolidated Net Leverage Ratio test described in clause (xiv) of Section 4.10(a4.09(b) hereof; or (2) the Consolidated Net Leverage Ratio hereof treating such redesignation as an acquisition for the Issuer purpose of such clause) and its Restricted Subsidiaries shall be deemed to be incurred thereunder and (y) all Liens encumbering the assets of such Unrestricted Subsidiary would be less than or equal permitted to such ratio immediately prior be incurred by a Restricted Subsidiary under Section 4.12 hereof and shall be deemed to such designationbe incurred thereunder, in each case calculated on a pro forma basis taking into account as if such designationdesignation had occurred at the beginning of the applicable reference period. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with delivering to the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof direct or indirect parent of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof; and (2) 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 Issuer or any Restricted Subsidiary except for Liens described in clause (28) of the 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, no Default shall have occurred and be continuing and 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. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the 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 unlessSubsidiary, as of the time of designation, 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 4.07 hereof; and (23) 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 Issuer or any Restricted Subsidiary except for Liens described in clause (28) of the definition of “Permitted Liens”Subsidiary. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing continuing, and either: (1A) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to clause (i) of the Consolidated Net Leverage Fixed Charge Coverage Ratio test described as set forth in Section 4.10(a4.09(a) hereof; or or (2B) the Consolidated Net Leverage Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be less greater than or equal to 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. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer Borrower may designate any Subsidiary of the Issuer Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer Borrower or any Subsidiary of the Issuer Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof6.1; and (2) each of: (aA) the Subsidiary to be so designated; and (bB) 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 Issuer Borrower or any Restricted Subsidiary except for Liens described in clause (28) of the definition of “Permitted Liens”Subsidiary. The Issuer 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 either: (1) the Issuer Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Fixed Charge Coverage Ratio test described in the first sentence under Section 4.10(a) hereof6.3; or (2) the Consolidated Net Leverage Fixed Charge Coverage Ratio for the Issuer Borrower and its Restricted Subsidiaries would be less greater than or equal to 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. Any such designation by the Issuer Borrower shall be notified by the Issuer Borrower to the Trustee Administrative Agent by promptly filing with the Trustee providing a copy of the board resolution of the Board of Directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer other than the Co-Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof; and (2) each of: that either (a) the Subsidiary to be so designated; and designated has total consolidated assets of $1,000 or less or (b) 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, 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 of the assets be incurred by a Restricted Subsidiary of the Issuer or any Restricted Subsidiary except for Liens described as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Issuer will be in clause (28) Default of the definition of “Permitted Liens”Section 4.09. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, (i) no Default shall have occurred and be continuing and either: (1ii) the Issuer could incur at least $1.00 (x) any outstanding Indebtedness of additional Indebtedness such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.09 (including pursuant to the Consolidated Net Leverage Ratio test described in Section 4.10(a4.09(b)(xiv) hereof; or (2) the Consolidated Net Leverage Ratio treating such redesignation as an acquisition for the Issuer purpose of such clause) and its Restricted Subsidiaries shall be deemed to be incurred thereunder and (y) all Liens encumbering the assets of such Unrestricted Subsidiary would be less than or equal permitted to such ratio immediately prior be incurred by a Restricted Subsidiary under Section 4.12 and shall be deemed to such designationbe incurred thereunder, in each case calculated on a pro forma basis taking into account as if such designationdesignation had occurred at the beginning of the applicable reference period. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with is not prohibited by Section 4.07 hereof; and (2) 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 Issuer or any Restricted Subsidiary except for Liens described guarantees by the Issuer or any of its Restricted Subsidiaries incurred in clause (28) of the definition of “Permitted Liens”accordance with this Indenture. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: (1) the Issuer could would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test described in Section 4.10(a) hereofTest; or (2) the Consolidated Net Leverage Fixed Charge Coverage Ratio for of the Issuer and its Restricted Subsidiaries would be less than or equal to such ratio or greater than it was immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer Boards of Directors of the Bond Issuers may designate any Subsidiary of the Issuer Bond Issuers (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer Bond Issuers or any Subsidiary of the Issuer their Subsidiaries (other than solely any Subsidiary of the Subsidiary to be so designated); , provided that: (1a) 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 Bond Issuers; Continuation of “Bank Credit Note No. [•]”. (b) such designation complies with Section 4.07 hereof9.1 below, clause XVIII, or the Bond Indenture; and (2c) each of: of (aA) the Subsidiary to be so designated; and designated and (bB) 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 Issuer Bond Issuers or any Restricted Subsidiary except for Liens described in clause (28) Subsidiary. The Boards of Directors of the definition of “Permitted Liens”. The Issuer Bond Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, that (i) immediately after giving effect to such designation, designation no Default shall or Event of Default will have occurred and be continuing continuing; and either: (1ii) after giving effect thereto, the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test described Bond Issuers shall be 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 designationcompliance with the Financial Ratios. Any such designation by the Issuer shall Boards of Directors of the Bond Issuers will be notified by the Issuer Bond Issuers to the Trustee Administrative Agent by promptly filing with the Trustee Administrative Agent a copy of the resolution of the each Board of Directors of the Issuer or any committee thereof Resolution giving effect to such designation and an Officer’s 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 Issuer may designate any Subsidiary of the 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, as of the time of designation, 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 Issuer or any other Subsidiary of the Issuer (other than solely any which is not a Subsidiary of the Subsidiary to be so designated)designated or otherwise an Unrestricted Subsidiary; provided that: and (12) such designation complies with Section 4.07 hereof; and (2) each of: (a) and 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 Investment of the Issuer or any Restricted in such Subsidiary except for Liens described complies with Sec-tion 3.3. “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normal-ly entitled to vote in clause (28) of the 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, no Default shall have occurred and be continuing and 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. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution election of 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 Issuer 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 committee thereof giving 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 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 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 extent required by applicable laws) shall at the time be owned by such 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 such designation the transposition of Directive 2014/59/EU establishing a framework for the recovery and an Officer’s Certificate certifying that such designation complied with resolution of credit institutions and investment firms as amended from time to time, including but not limited to the foregoing provisions.German Recovery and Resolution Act (Sanerungs-und Abwicklungsgesetz) as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which: -45-

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Restricted Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided provided, however, that: (1a) such designation complies with would be permitted by Section 4.07 hereof1010 and the definition of “Investments”; and (2b) each of: (a1) the Subsidiary to be so designated; designated and (b2) 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 Issuer or any Restricted Subsidiary except for Liens described in clause (28) of the definition of “Permitted Liens”Subsidiary. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided provided, however, that, immediately after giving effect to such designation, designation no Default shall have occurred and be continuing and either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Fixed Charge Coverage Ratio test described in under Section 4.10(a1011(a) hereof; or (2) the Consolidated Net Leverage Fixed Charge Coverage Ratio for the Issuer and its the Restricted Subsidiaries would be less than or 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. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate of the chief financial officer of the Issuer certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the 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, as of the time of designation, 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 Issuer Issuer, or any other Subsidiary of the Issuer (other than solely any which is not a Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereofdesignated or otherwise an Unrestricted Subsidiary; and (2) each of: (a) such designation and 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 Investment of the Issuer or any and the Restricted Subsidiaries in such Subsidiary except for Liens described in clause (28) complies with Section 4.05. Any such designation by the Board of Directors of the definition Issuer shall be evidenced to the Trustee by filing with the Trustee a copy of “Permitted Liens”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 Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, that immediately after giving effect to such designation, designation (1) no Default shall have occurred or Event of Default would result therefrom and be continuing and either: (12)(x) the Issuer could incur Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test described in under Section 4.10(a4.04(a) hereof; or or (2y) the Consolidated Net Leverage Ratio for the Issuer and its Restricted Subsidiaries would be less no higher than or equal to such ratio it was immediately prior to giving effect to such designation, in each case case, on a pro forma basis taking into account such designation. Any such designation by the Issuer Board of Directors shall be notified by the Issuer evidenced to the Trustee by promptly filing with 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 or an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided thatprovided, that either: (1i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (ii) 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 (2) each of: (a) . If, at any time, any Unrestricted Subsidiary would fail to meet the Subsidiary preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be so designated; and (b) its Subsidiaries has not at an Unrestricted Subsidiary for purposes of the time of designation, 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 of the assets be incurred by a Restricted Subsidiary of the Issuer or any Restricted Subsidiary except for Liens described as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Issuer will be in clause (28) Default of the definition of “Permitted Liens”such covenant. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, (i) no Default shall have occurred and be continuing and either: (1ii) the Issuer could incur at least $1.00 (x) any outstanding Indebtedness of additional Indebtedness such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.09 hereof (including pursuant to the Consolidated Net Leverage Ratio test described in clause (xiv) of Section 4.10(a4.09(b) hereof; or (2) the Consolidated Net Leverage Ratio hereof treating such redesignation as an acquisition for the Issuer purpose of such clause) and its Restricted Subsidiaries shall be deemed to be incurred thereunder and (y) all Liens encumbering the assets of such Unrestricted Subsidiary would be less than or equal permitted to such ratio immediately prior be incurred by a Restricted Subsidiary under Section 4.12 hereof and shall be deemed to such designationbe incurred thereunder, in each case calculated on a pro forma basis taking into account as if such designation. designation had occurred at the beginning of the applicable reference period.Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof direct or indirect parent of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Restricted Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof4.07; and (2) 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 Issuer or any Restricted Subsidiary except for Liens described (other than Equity Interests in clause (28) the Unrestricted Subsidiary). The Board of the 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, no Default shall have occurred and be continuing and either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Fixed Charge Coverage Ratio test described in Section 4.10(a) hereof4.09(b); or (2) the Consolidated Net Leverage Fixed Charge Coverage Ratio for the Issuer and its the Restricted Subsidiaries would be less than or 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. Any such designation by the Board of the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the 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, as of the time of designation, 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 Issuer Issuer, or any other Subsidiary of the Issuer (other than solely any which is not a Subsidiary of the Subsidiary to be so designated)designated or otherwise an Unrestricted Subsidiary; provided that: and (12) such designation and the Investment of the Issuer and the Restricted Subsidiaries in such Subsidiary complies with Section 4.05. Any such designation by the Board of Directors of the 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 such designation complies with Section 4.07 hereof; and (2) each of: (a) the Subsidiary to be so designated; and (b) its Subsidiaries has not at the time foregoing conditions. The Board 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 Directors of the assets of the Issuer or any Restricted Subsidiary except for Liens described in clause (28) of the definition of “Permitted Liens”. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, that immediately after giving effect to such designation, designation (1) no Default shall have occurred or Event of Default would result therefrom and be continuing and either: (12)(x) the Issuer could incur Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test described in under Section 4.10(a4.04(a) hereof; or or (2y) the Consolidated Net Leverage Ratio for the Issuer and its Restricted Subsidiaries would be less no higher than or equal to such ratio it was immediately prior to giving effect to such designation, in each case case, on a pro forma basis taking into account such designation. Any such designation by the Issuer Board of Directors shall be notified by the Issuer evidenced to the Trustee by promptly filing with 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 or an 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 Issuer Board of Directors of the Borrower may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) Subsidiary to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer Borrower or any other Subsidiary of the Issuer (other than solely any Borrower that is not a Subsidiary of the Subsidiary to be so designated)designated or another Unrestricted Subsidiary; provided that: (1a) the Borrower certifies to the Agent that such designation complies with Section 4.07 hereof; and (2) each of: (a) the Subsidiary to be so designatedcovenant set forth in Sections 6.02 and 6.16; and (b) each Subsidiary to be so 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 Issuer Borrower or any of its Restricted Subsidiary except for Liens described in clause (28) Subsidiaries. The Board of Directors of the definition of “Permitted Liens”. The Issuer 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, no Default or Event of Default shall have occurred and be continuing and 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 designationcontinuing. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof Borrower shall be evidenced by a Board Resolution giving effect to such designation and an Officer’s 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 the Issuer may designate any Subsidiary of the Issuer such Person (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer of such Person or any Restricted Subsidiary of the Issuer thereof (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof4.07; and (2) 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 Issuer such Person or any Restricted Subsidiary except for Liens described thereof (other than Equity Interests in clause (28) the Unrestricted Subsidiary). The Board of the 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, no Default shall have occurred and be continuing and either: (1) (x) in the case of a designation of an Unrestricted Subsidiary of the Issuer could 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 Consolidated Net Leverage Fixed Charge Coverage Ratio test described set forth in clause (i) of Section 4.10(a4.09(a) hereofand (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 Consolidated Net Leverage Ratio for 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 would be less than or is equal to or greater than such ratio Fixed Charge Coverage Ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Board of the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 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 Issuer may designate any Subsidiary of the Issuer other than the Co-Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided provided, that: (1i) either (a) the Subsidiary to be so designated 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: of (aA) the Subsidiary to be so designated; and designated and (bB) 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 Issuer or any Restricted Subsidiary except for Liens described in clause (28) of the definition of “Permitted Liens”Subsidiary. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided provided, that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: (1a) 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) hereofFixed Charge Coverage Test; or (2b) the Consolidated Net Leverage Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be less than or 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. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary of the Issuer) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any other Subsidiary of the Issuer (other than solely any that is not a Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof; and (2) each of: (a) provided, however, that the Subsidiary to be so designated; and (b) 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 Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (a) the Subsidiary except for Liens described in clause to be so designated has total consolidated assets of US$1,000 or less; or (28b) of the definition of “Permitted Liens”if such Subsidiary has consolidated assets greater than US$1,000, then such designation would be permitted under Condition 9.5. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided thatprovided, however, that immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: (1) the Issuer could incur at least $would be permitted to Incur US$1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test described set forth in Section 4.10(aCondition 9.4(a) hereof; or or (2) the Consolidated Net Leverage Ratio for the Issuer and its Restricted Subsidiaries would be less than or equal to 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. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions., and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) ), other than the Co-Issuer, to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof; and (2) each of: that either (a) the Subsidiary to be so designated; and designated has total consolidated assets of $1,000 or less or (b) 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, 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 of the assets be incurred by a Restricted Subsidiary of the Issuer or any Restricted Subsidiary except for Liens described as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Issuer will be in clause (28) Default of the definition of “Permitted Liens”Section 4.09 hereof. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, (i) no Default shall have occurred and be continuing and either: (1ii) the Issuer could incur at least $1.00 (x) any outstanding Indebtedness of additional Indebtedness such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.09 hereof (including pursuant to the Consolidated Net Leverage Ratio test described in clause (xiv) of Section 4.10(a4.09(b) hereof; or (2) the Consolidated Net Leverage Ratio hereof treating such redesignation as an acquisition for the Issuer purpose of such clause) and its Restricted Subsidiaries shall be deemed to be incurred thereunder and (y) all Liens encumbering the assets of such Unrestricted Subsidiary would be less than or equal permitted to such ratio immediately prior be incurred by a Restricted Subsidiary under Section 4.12 hereof and shall be deemed to such designationbe incurred thereunder, in each case calculated on a pro forma basis taking into account as if such designationdesignation had occurred at the beginning of the applicable reference period. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof Parent Entity giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided provided, that: (1a) such designation complies with Section 4.07 hereof4.07; and (2b) each of: of (a) the Subsidiary to be so designated; and 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 Issuer or any Restricted Subsidiary except for Liens described in clause (28) of the definition of “Permitted Liens”Subsidiary. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided provided, that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: (1a) 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) hereofPro Rata Fixed Charge Coverage Test; or (2b) the Consolidated Net Leverage Pro Rata Fixed Charge Coverage Ratio would be equal to or greater than such 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. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer Board of Directors of the Borrower may designate any Subsidiary of the Issuer Borrower (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary of the Borrower) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer Borrower or any other Subsidiary of the Issuer Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof; and (2) each of: (a) provided, however, that the Subsidiary to be so designated; and (b) 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 Issuer Borrower or any of its Restricted Subsidiaries (other than Equity Interests of Unrestricted Subsidiaries); provided, further, however, that either: (a) the Subsidiary except for Liens described in clause to be so designated has total consolidated assets of $1,000 or less; or (28b) 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 definition of “Permitted Liens”. The Issuer Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided thatprovided, however, that immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: (A) if the designated Subsidiary is a Subsidiary of the Borrower or any of its Restricted Subsidiaries (but is not a Subsidiary of Opco or any of its Restricted Subsidiaries), (1) the Issuer Borrower could incur at least Incur $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Fixed Charge Coverage Ratio test described in clause (i) of the first paragraph of Section 4.10(a) hereof; or 6.01 or (2) the Consolidated Net Leverage Fixed Charge Coverage Ratio for the Issuer Borrower and its Restricted Subsidiaries would be less greater than or equal to 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 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 6.01 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 Issuer Board of Directors of the Borrower shall be notified by the Issuer evidenced to the Trustee Administrative Agent by promptly filing with the Trustee Administrative Agent a copy of the resolution of the Board of Directors of the Issuer or any committee thereof Borrower giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer Borrower may designate in writing any Restricted Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) Borrower to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer Borrower or any Subsidiary of the Issuer thereof (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1i) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Borrower; (ii) 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 4.07 hereof; 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; (2iv) each of: of (a) the Subsidiary to be so designated; and designated and (b) 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 Issuer Borrower or any Restricted Subsidiary except for Liens described in clause Subsidiary; (28v) no Event of Default has occurred and is continuing at the definition time of “Permitted Liens”. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiarysuch designation; provided that, immediately and (vi) after giving effect to such designation, no Default 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 have occurred and be continuing and either: (1) otherwise been required to comply with the Issuer could incur at least $1.00 of additional Indebtedness financial covenants pursuant to the Consolidated Net Leverage Ratio test described in Section 4.10(a) hereofterms of this Agreement; 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. Any such designation by the Issuer Borrower shall be notified by a Responsible Officer of the Issuer Borrower to the Trustee Administrative Agent by promptly filing with the Trustee Administrative Agent a copy of the resolution of the Board of Directors of the Issuer or any committee thereof Borrower giving effect to such designation and an Officer’s 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.

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary but excluding each Issuer) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof; and (2) each of: : (a) the Subsidiary to be so designated; and 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 Issuer or any Restricted Subsidiary except for Liens described in clause (28) of the 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, no Default shall have occurred and be continuing and either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Fixed Charge Coverage Ratio test described in Section 4.10(a4.09(a) hereof; or (2) the Consolidated Net Leverage Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be less 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. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereofany Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer; and (2) 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 Issuer or any Restricted Subsidiary except for Liens described in clause (28) of the definition of “Permitted Liens”Subsidiary. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: (1) the Issuer could incur and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least $1.00 of additional Indebtedness pursuant 2.00 to the Consolidated Net Leverage Ratio test described in Section 4.10(a) hereof1.00; or (2) the Consolidated Net Leverage Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be less greater than or equal to 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. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 4.07 hereof; and (23) 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 Issuer or any Restricted Subsidiary except for Liens described in clause (28) of the definition of “Permitted Liens”Subsidiary. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Fixed Charge Coverage Ratio test described in Section 4.10(a) hereof; or (2) the Consolidated Net Leverage Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be less greater than or equal to 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. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof; and (2) each of: that either (a) the Subsidiary to be so designated; and designated has total consolidated assets of $1,000 or less or (b) 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, 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 of the assets be incurred by a Restricted Subsidiary of the Issuer or any Restricted Subsidiary except for Liens described as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Issuer will be in clause (28) Default of the definition of “Permitted Liens”Section 4.09 hereof. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, (i) no Default shall have occurred and be continuing and either: (1ii) the Issuer could incur at least $1.00 (x) any outstanding Indebtedness of additional Indebtedness such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary under Section 4.09 hereof (including pursuant to the Consolidated Net Leverage Ratio test described in Section 4.10(a4.09(b)(xiv) hereof; or (2) the Consolidated Net Leverage Ratio hereof treating such redesignation as an acquisition for the Issuer purpose of such clause) and its Restricted Subsidiaries shall be deemed to be incurred thereunder and (y) all Liens encumbering the assets of such Unrestricted Subsidiary would be less than or equal permitted to such ratio immediately prior be incurred by a Restricted Subsidiary under Section 4.12 hereof and shall be deemed to such designationbe incurred thereunder, in each case calculated on a pro forma basis taking into account as if such designationdesignation had occurred at the beginning of the applicable reference period. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with delivering to the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof direct or indirect parent of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer Borrower may designate any Subsidiary of the Issuer Borrower (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary of the Borrower) to be an Unrestricted Subsidiary unless, as of the time of designation, 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 Issuer Borrower or any other Subsidiary of the Issuer (other than solely any Borrower that is not a Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies with Section 4.07 hereof; and (2) each of: (a) provided, however, that the Subsidiary to be so designated; and (b) 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 Issuer Borrower or any of its Restricted Subsidiaries; provided, further, however, that either: (i) the Subsidiary except for Liens described in clause to be so designated has total consolidated assets of $1,000 or less; or (28ii) of the definition of “Permitted Liens”if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 5.03. The Issuer Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided thatprovided, however, that immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: (1) the Issuer Borrower could incur at least Incur $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Fixed Charge Coverage Ratio test described in set forth under Section 4.10(a) hereof; or 5.02(a), or (2) the Consolidated Net Leverage Fixed Charge Coverage Ratio for the Issuer Borrower and its Restricted Subsidiaries would be less greater than or equal to 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. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with 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 Officer’s Certificate certifying that such designation complied with the foregoing provisions., and