Common use of Designation of Unrestricted and Restricted Subsidiaries Clause in Contracts

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if no Default has occurred and is continuing at the time of or after giving effect to such designation. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board of directors At any time after the Closing Date and upon written notice to the Administrative Agent, the Company may designate any Restricted Subsidiary of the Company (including newly acquired or newly established Subsidiariesalong with all Subsidiaries of such Restricted Subsidiary) to be as an “Unrestricted Subsidiary” only if no Default has occurred ”; provided that (i) both before and is continuing at the time of or after giving effect to such designation. , no Default or Event of Default shall have occurred and be continuing, (bii) In after giving effect to such designation, the event Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the financial statements described in Section 5.05(b)), (iii) once designated as an Unrestricted Subsidiary, the Company may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of the indenture governing the New Notes or any other Indebtedness of the Company or any other Loan Party in a stated principal amount in excess of the Threshold Amount or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a). The designation of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, after the Parent Guarantor Closing Date shall be deemed to have made constitute an Investment constituting by the Company or a Restricted Payment pursuant to Section 4.08 for all purposes Subsidiary therein at the date of this Indenture designation in an amount equal to the greater fair market value of the Company’s or its Restricted Subsidiary’s (as applicable) investment therein and such Investment must at such time be permitted under Section 7.03(j). (b) At any time after the Closing Date and upon written notice to the Administrative Agent, the Company may re-designate any Unrestricted Subsidiary as a “Restricted Subsidiary”; provided that (i) the net book value of the Parent Guarantor’s interest no Subsidiary holding or owning Equity Interests in such re-designated Restricted Subsidiary calculated in accordance with IFRS or shall be an Unrestricted Subsidiary (unless also being re-designated at such time), (ii) both before and after giving effect to such designation, no Event of Default shall have occurred and be continuing and (iii) after giving effect to such designation, the Fair Market Value Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the Parent Guarantor’s interest covenants in Section 7.11 as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such Subsidiary. (c) delivery, as of the date of the financial statements described in Section 5.05(b)). The Parent Guarantor’s board re-designation of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: shall constitute (i) no Default or Event of Default has occurred and is continuing the incurrence at the time of designation of any Investment, Indebtedness or will occur Liens of such re-designated Restricted Subsidiary existing at such time and be continuing after giving effect to such designation; and (ii) a return on any Investment by the Company or other applicable Restricted Subsidiary in such re-designated Restricted Subsidiary in an amount equal to the fair market value at the date of such designation of the Company’s or its Restricted Subsidiary’s (xas applicable) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to Investment in such designation, in each case, on a pro forma basis taking into account such designationre-designated Restricted Subsidiary. (dc) Any designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall be deemed a representation and warranty by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution Company that each of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditionsrequirements in Section 2.14(a) or Section 2.14(b), and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter as applicable, are satisfied in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)all respects.

Designation of Unrestricted and Restricted Subsidiaries. The Borrower may designate (such designation, a “Subsidiary Designation”), at any time, any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer of the Borrower specifying such designation; provided that: (a) The Parent Guarantor’s board both immediately before and immediately after any such designation, no Event of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if no Default has shall have occurred and is be continuing at the time of or after giving effect to such designation.would result therefrom; (b) In the event Borrower shall be in pro forma compliance with the covenants set forth in Section 7.11, calculated as of the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the financial statements described in Section 5.05(b); (c) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, no Subsidiary in accordance with may be designated as an Unrestricted Subsidiary if such Subsidiary directly or indirectly owns any Equity Interests of, or holds a Lien on, any property of, the Borrower, any Loan Party or any Restricted Subsidiary that is not a Subsidiary to be so designated as an Unrestricted Subsidiary; (d) to the extent material to the continued operations of KBR and its Restricted Subsidiaries, the Borrower and its Restricted Subsidiaries shall not transfer all or any material portion of their respective intellectual property to any Unrestricted Subsidiary or allow any Restricted Subsidiary that owns a material portion of their respective intellectual property to be designated as an Unrestricted Subsidiary (without regard to whether the Borrower or any Restricted Subsidiary has the right to continue to utilize any such intellectual property after such transfer); (e) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 4.17, 6.18; and (f) the Parent Guarantor designation of any Subsidiary as an Unrestricted Subsidiary shall be deemed to have made constitute an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes by the Borrower in such Subsidiary, at the time of this Indenture such designation, in an amount equal to the greater of (i) the net book fair market value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) , and such Investment must at such time be permitted under Section 7.03(h), and no such designation shall be permitted unless such Investment is permitted by Section 7.03(h). The Parent Guarantor’s board designation of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing shall constitute the incurrence, at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each caseof any Investment, on a pro forma basis taking into account Indebtedness or Liens of such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or re-designated Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to existing at such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)time.

Designation of Unrestricted and Restricted Subsidiaries. (a) 11.1 The Parent GuarantorCompany’s board Board of directors Directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary,” only if provided that: (a) no Default has occurred and is continuing at the time of or after giving effect to such designation.; (b) the Company would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to paragraph 2 of this Schedule in an amount equal to the Fair Market Value of the Company’s interest in such Subsidiary; (c) such Subsidiary does not own any Capital Stock, Redeemable Capital Stock or Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, the Company or any other Restricted Subsidiary; (d) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or giving of notice or otherwise) in a default on any of the Company’s Debt or Debt of any Restricted Subsidiary; provided that an Unrestricted Subsidiary may provide a Guarantee for the Debt under the Finance Documents; (e) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the businesses of the Company and its Subsidiaries; (f) such Subsidiary is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation to: (i) subscribe for additional Capital Stock of such Person; or (ii) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (g) neither the Company nor any Restricted Subsidiary directly or indirectly guarantees, is liable for or provides credit support for the Debt of such Subsidiary. 11.2 In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor shall Company will be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 paragraph 2 of this Schedule for all purposes of this Indenture Agreement in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent GuarantorCompany’s interest in such Subsidiary. (c) 11.3 The Parent GuarantorCompany’s board Board of directors Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary ifSubsidiary, provided that: (ia) no Default or Event of Default has occurred and is continuing at the time of of, or will occur and be continuing after giving effect to, such designation; (b) such designated Unrestricted Subsidiary will not have any Debt outstanding (other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, or after giving pro forma effect to the Incurrence of any such Debt of such designated Unrestricted Subsidiary as if such Debt was Incurred on the date of its designation as a Restricted Subsidiary, the Company could Incur at least US$1.00 of additional Debt pursuant to the ratio set forth in paragraph 1.1 of this Schedule; and (iic) (x) any Lien on the Parent Guarantor could Incur property of such Unrestricted Subsidiary at least €1.00 the time of additional Debt (pursuant such designation which will be deemed to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio have been incurred by such newly designated Restricted Subsidiary as a result of such designation would not be less than it was immediately prior permitted to giving effect to such designation, in each case, on a pro forma basis taking into account such designationbe incurred under paragraph 5 of this Schedule. (d) 11.4 Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorCompany’s board Board of directors in accordance with this Section 4.17 shall Directors will be evidenced to the Trustee Agent by filing a resolution of the Parent GuarantorCompany’s board Board of directors Directors with the Trustee Agent giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee Agent must occur within 45 days after the end of the Parent GuarantorCompany’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorCompany’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors of the Issuer may designate any Restricted Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary” only if no Default has occurred , the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and is continuing at its Restricted Subsidiaries in the time of or after giving effect to such designation. (b) In the event of any designation of a Subsidiary designated as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall will be deemed to have made be an Investment constituting a made as of the time of the designation and will reduce the amount available for Restricted Payment pursuant to Payments under the Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value hereof or under one or more clauses of the Parent Guarantor’s interest in such definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary calculated in accordance with IFRS or (ii) otherwise meets the Fair Market Value definition of the Parent Guarantor’s interest in such an Unrestricted Subsidiary. (c) . The Parent Guarantor’s board of directors Issuer may designate redesignate any Unrestricted Subsidiary as to be a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio if that redesignation would not be less than it was immediately prior to giving effect to such designation, in each case, on cause a pro forma basis taking into account such designation. (d) Default. Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Parent Guarantor’s board Board of directors with Directors of the Trustee Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditionspreceding conditions and was permitted by Section 4.08 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Debt of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Debt is not permitted to be incurred as of such date under Section 4.06, the Issuer will be in default of Section 4.06. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Debt by a Restricted Subsidiary of any outstanding Debt of such Unrestricted Subsidiary, and giving such designation will only be permitted if (1) such Debt is permitted under Section 4.06, calculated on a pro forma basis as if such designation had occurred at the effective date beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Borrower will not, and will not permit any of directors may its Restricted Subsidiaries to, designate any Subsidiary (including any existing Subsidiary and any newly acquired or newly established Subsidiariesformed Subsidiary) to be an “Unrestricted Subsidiary” only if no Default has occurred and is continuing at the time of or after giving effect to such designation. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary ifunless: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to would result from such designation; and (ii) all Investments in such Unrestricted Subsidiary at the time of designation (xas contemplated by the immediately following sentence) are permitted in accordance with the Parent Guarantor could Incur at least €1.00 relevant requirements of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (d) Any 7.06 hereof. The designation of a any Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary shall constitute an Investment by the Parent GuarantorBorrower (or its Restricted Subsidiaries) therein at the date of designation in an amount equal to the fair market value of Borrower’s board of directors (or its Restricted Subsidiaries’) Investments therein, which shall be permitted on such date in accordance with this Section 4.17 shall 7.06 (and not as an Investment permitted thereby in a Restricted Subsidiary). (b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, designate any Unrestricted Subsidiary to be evidenced to the Trustee by filing a resolution Restricted Subsidiary unless: (i) no Default or Event of the Parent Guarantor’s board of directors with the Trustee giving effect to Default has occurred and is continuing or would result from such designation and an Officer’s Certificate certifying that such or redesignation; and (ii) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to Section 7.01(a)(xxi)(A) hereof. The designation complies with of any Unrestricted Subsidiary as a Restricted Subsidiary on or after the foregoing conditionsFifth Restatement Effective Date shall constitute the incurrence at the time of designation of any Investment, and giving the effective date Indebtedness or Liens of such designation. Any Subsidiary existing at such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)time.

Designation of Unrestricted and Restricted Subsidiaries. The Borrower may designate (such designation, a “Subsidiary Designation”), at any time, any Subsidiary (other than any Subsidiary that was previously an Unrestricted Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer of the Borrower specifying such designation; provided that: (a) The Parent Guarantor’s board both immediately before and immediately after any such designation, no Event of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if no Default has shall have occurred and is be continuing at or would result therefrom; (b) the time of or after Borrower shall be in pro forma compliance, upon giving effect to such designation., with the Financial Covenants as of the last day of the most recently ended Measurement Period; (bc) In in the event case of any a designation of a Subsidiary as an Unrestricted Subsidiary, no Subsidiary in accordance with may be designated as an Unrestricted Subsidiary if such Subsidiary directly or indirectly owns any Equity Interests of, or holds a Lien on, any property of, the Borrower, any Loan Party or any Restricted Subsidiary that is not a Subsidiary to be so designated as an Unrestricted Subsidiary; (d) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 4.17, 5.15; and (e) the Parent Guarantor designation of any Subsidiary as an Unrestricted Subsidiary shall be deemed to have made constitute an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes by the Borrower (or its Subsidiaries) in such Subsidiary, at the time of this Indenture such designation, in an amount equal to the greater of (i) the net book fair market value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value net assets of the Parent Guarantor’s interest in such Subsidiary, and such Investment must at such time be permitted under Section 6.06, and no such designation shall be permitted unless such Investment is permitted by Section 6.06. (cf) The Parent Guarantor’s board designation of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing shall constitute the incurrence, at the time of or will occur and be continuing after giving effect to such designation; and, of any Investment, Debt or Liens of such re-designated Restricted Subsidiary existing at such time. (g) Notwithstanding anything herein to the contrary, (i) if any Restricted Subsidiary owns or holds any Material Intellectual Property, such Restricted Subsidiary or Loan Party may not be designated as an Unrestricted Subsidiary and (ii) neither the Borrower nor any of its Restricted Subsidiaries shall make any Investment in, Restricted Payment to or otherwise Dispose of any Material Intellectual Property to, any Unrestricted Subsidiary (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account without regard to whether the Borrower or any Restricted Subsidiary has the right to continue to utilize any such designation. (d) Any designation intellectual property after such transfer); for the avoidance of a Subsidiary as doubt, it is understood and agreed that such restriction shall not restrict any non-exclusive licenses, sublicenses or cross licenses of rights in intellectual property or any rights in intellectual property that become Material Intellectual Property subsequent to the acquisition by an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)Subsidiary.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors of the Company may designate any Subsidiary subsidiary of the Company (including any existing subsidiary and any newly formed or newly acquired or newly established Subsidiariessubsidiary but excluding the Issuer) to be an “Unrestricted Subsidiary” Subsidiary only if no Default has occurred and is continuing at the time of or if: (1) immediately after giving effect to such designation. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has shall have occurred and be continuing; (2) such subsidiary or any of its subsidiaries does not own any Equity Interests or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any other subsidiary of the Company that is continuing not a subsidiary of the subsidiary to be so designated or otherwise an Unrestricted Subsidiary; (3) such designation and the Investment of the Company in such subsidiary complies with Section 4.5 (unless the subsidiary to be so designated has total consolidated assets of $1,000 or less); (4) on the date such subsidiary is designated an Unrestricted Subsidiary, such subsidiary and its subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company, the Issuer or will occur and be continuing after giving effect to such designationany of its Restricted Subsidiaries; and (ii5) (x) on the Parent Guarantor could Incur at least €1.00 of additional Debt (date such subsidiary is designated an Unrestricted Subsidiary, no Suspended Covenants are suspended pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio 4.13 unless such designation would not be less than it was immediately prior to giving have complied with Section 4.5 as if such Section were in effect to during such designation, in each case, on a pro forma basis taking into account such designationperiod. (db) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board Board of directors Directors of the Company in accordance with this Section 4.17 4.12(a) shall be evidenced to the Trustee by filing with the Trustee a resolution of the Parent Guarantor’s board Board of directors with Directors of the Trustee Company giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditionsconditions described in Section 4.12(a). If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements specified in Section 4.12(a)(4) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture, and giving the effective date any Indebtedness of such designation. Any subsidiary shall be deemed to be Incurred as of such filing with the Trustee must occur within 45 days after the end date. (c) The Board of Directors of the Parent Guarantor’s fiscal quarter in which Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation is made designation, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and on a pro forma basis taking into account such designation, either (orx) at least $1.00 of additional Coverage Indebtedness could be incurred or (y) the Consolidated Coverage Ratio would be equal to or higher than such ratio immediately prior to such Person being designated an Unrestricted Subsidiary. (d) As of the Distribution Date, there shall be no Unrestricted Subsidiaries. (e) For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company, the Issuer and any Restricted Subsidiary (except to the extent repaid) in the case subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.5 or pursuant to the definition of “Permitted Investment”, and if the other requirements set forth in Section 4.12(a) are satisfied. (f) Any designation of a designation made during the last fiscal quarter Person as an Unrestricted Subsidiary or a Restricted Subsidiary in violation of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)this Section 4.12 shall be null and void.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board Board of directors Directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary,” only if provided that: (1) no Default has occurred and is continuing at the time of or after giving effect to such designation; (2) the Issuer would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.07 hereof in an amount equal to the Fair Market Value of the Issuer’s interest in such Subsidiary; (3) such Subsidiary does not own any Capital Stock, Redeemable Capital Stock or Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, the Issuer or any other Restricted Subsidiary; (4) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or giving of notice or otherwise) in a default on any of the Issuer’s Debt or Debt of any Restricted Subsidiary; provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; (5) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the businesses of the Issuer and its Subsidiaries; (6) such Subsidiary is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation to: (A) subscribe for additional Capital Stock of such Person; or (B) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (7) neither the Issuer nor any Restricted Subsidiary directly or indirectly guarantees, is liable for or provides credit support for the Debt of such Subsidiary. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor shall Issuer will be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 4.07 hereof for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent GuarantorIssuer’s interest in such Subsidiary. (c) The Parent GuarantorIssuer’s board Board of directors Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary ifSubsidiary, provided that: (i1) no Default or Event of Default has occurred and is continuing at the time of of, or will occur and be continuing after giving effect to, such designation; (2) such designated Unrestricted Subsidiary will not have any Debt outstanding (other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, or after giving pro forma effect to the Incurrence of any such Debt of such designated Unrestricted Subsidiary as if such Debt was Incurred on the date of its designation as a Restricted Subsidiary, the Issuer could Incur at least US$1.00 of additional Debt pursuant to the ratio set forth in Section 4.09(a) hereof; and (ii3) (x) any Lien on the Parent Guarantor could Incur property of such Unrestricted Subsidiary at least €1.00 the time of additional Debt (pursuant such designation which will be deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred by the covenant described under Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation4.12 hereof. (d) Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board Board of directors in accordance with this Section 4.17 shall Directors will be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board Board of directors Directors with the Trustee giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies with the foregoing conditionsconditions set forth in this Section 4.19, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if no Default has occurred and is continuing at the time of or after giving effect to such designation. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board Board of directors Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur incur at least €$1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation.immediately (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board Board of directors Directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board Board of directors Directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors of the Issuer may designate any Restricted Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if no Default has occurred and is continuing ; provided that: (i) any Guarantee by the Issuer or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 4.6; (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and other Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Issuer or after giving effect any Restricted Subsidiary of any Indebtedness of such Subsidiary) shall be deemed to be an Investment made as of the time of such designation, and such Investment would be permitted under Section 4.8; (iii) such Subsidiary does not hold any Capital Stock or Indebtedness of, or own or hold any Lien on any property or assets of, or have any Investment in, the Issuer or any Restricted Subsidiary that is not simultaneously being designated an Unrestricted Subsidiary; (iv) the Subsidiary being so designated: (A) is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer (or, if this condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed to be, and must be permitted as, a Restricted Payment); and (B) is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (C) has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any Restricted Subsidiary, except to the extent such Guarantee or credit support would be released upon such designation; and (v) no Default or Event of Default would be in existence following such designation. (b) In the event of any Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee the Board Resolution giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the foregoing conditionspreceding conditions and was permitted by this Indenture. (c) For purposes of the foregoing, the designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Issuer will be classified as a Restricted Subsidiary. (d) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and giving such designation shall only be permitted if the effective Incurrence of such Indebtedness is permitted under Section 4.6 at the date when such Unrestricted Subsidiary is designated as a Restricted Subsidiary; (ii) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 4.8 at the date when such Unrestricted Subsidiary is designated as a Restricted Subsidiary; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation shall be deemed to be incurred at the date of such designation and at such date would be permitted under Section 4.7; and (iv) no Default or Event of Default would be in existence immediately following such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors of the Issuer may designate any Restricted Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary” only if no Default has occurred , the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and is continuing at its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 or after giving effect under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to such designationbe a Restricted Subsidiary if that redesignation would not cause a Default. (b) In If, at any time, any Unrestricted Subsidiary would fail to meet the event of any designation of a Subsidiary preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal and any Indebtedness of such Subsidiary will be deemed to the greater of (i) the net book value be incurred by a Restricted Subsidiary of the Parent Guarantor’s interest Issuer 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 default of such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value covenant. The Board of Directors of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors Issuer may at any time designate any Unrestricted Subsidiary as to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary if: of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (i) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (ii) no Default or Event of Default has occurred and is continuing at the time of or will occur and would be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account existence following such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board of directors On or at any time after the Closing Date, upon written notice to the Administrative Agent (which written notice shall contain a certification as to the matters set forth in this clause (a)), the Borrower may designate any Restricted Subsidiary (including any newly acquired or newly established Subsidiariesformed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) to be of the Borrower (along with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary” only if no Default has occurred ”; provided that (i) both before and is continuing at the time of or after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect to such designation, the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the Audited Financial Statements), (iii) the Investment in such Unrestricted Subsidiary must be permitted at such time under either Section 7.03(q) or Section 7.03(s) (with the amount of such Investment being deemed to be the fair market value of the net assets of such Subsidiary at the time such Subsidiary is designated an Unrestricted Subsidiary), (iv) once designated as an Unrestricted Subsidiary, the Borrower may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.15(b), but, thereafter, the Borrower shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.15(a) and (v) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of a Loan Party or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.15(a). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment (with the amount of such Investment being deemed to be the fair market value of the net assets of such Subsidiary at the time such Subsidiary is designated an Unrestricted Subsidiary) by the Borrower or a Restricted Subsidiary therein at the date of designation. (b) In At any time after the event of Closing Date and upon written notice to the Administrative Agent, the Borrower may re-designate any designation of a Unrestricted Subsidiary as a “Restricted Subsidiary”; provided that (i) no Subsidiary holding or owning Equity Interests in such re-designated Restricted Subsidiary shall be an Unrestricted Subsidiary in accordance with this Section 4.17(unless also being re-designated at such time), (ii) both before and after giving effect to such designation, no Event of Default shall have occurred and be continuing and (iii) after giving effect to such designation, the Parent Guarantor Borrower and its Restricted Subsidiaries shall be deemed to in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recently ended fiscal quarter for which financial statements have made an Investment constituting a Restricted Payment been delivered pursuant to Section 4.08 for all purposes of this Indenture in an amount equal 6.01 (or, if prior to the greater of (i) the net book value any such delivery, as of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value date of the Parent Guarantor’s interest in such Subsidiary. (c) Audited Financial Statements). The Parent Guarantor’s board re-designation of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: shall constitute (i) no Default or Event of Default has occurred and is continuing the incurrence at the time of designation of any Investment, Indebtedness or will occur Liens of such re-designated Restricted Subsidiary existing at such time and be continuing after giving effect to such designation; and (ii) a return on any Investment by the Borrower or other applicable Restricted Subsidiary in such re-designated Restricted Subsidiary in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s (xas applicable) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to Investment in such designation, in each case, on a pro forma basis taking into account such designationre-designated Restricted Subsidiary. (dc) Any designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall be deemed a representation and warranty by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution Borrower that each of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditionsrequirements in Section 2.15(a) or Section 2.15(b), and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter as applicable, are satisfied in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)all respects.

Designation of Unrestricted and Restricted Subsidiaries. (a) 7.1 The Parent GuarantorCompany’s board Board of directors Directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (a) no Default has occurred and is continuing at the time of or after giving effect to such designation.; (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall Company would be deemed permitted to have made make an Investment constituting a Restricted Payment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.08 for all purposes of this Indenture 2 (Limitation on Restricted Payments) in an amount equal to the greater of (i) the net book value of the Parent GuarantorCompany’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent GuarantorCompany’s interest in such Subsidiary; (c) the Company would be permitted under this Agreement to Incur at least €1.00 of additional Debt pursuant to the ratio set forth in paragraph 1.1(b) of Section 1 (Limitation on Debt) at the time of such designation (assuming the effectiveness of such designation); (d) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or giving of notice or otherwise) in a default on any of the Company’s Debt or Debt of any Restricted Subsidiary; provided that an Unrestricted Subsidiary may provide a guarantee under Clause 19 (Guarantee and Indemnity) of this Agreement and a Note Guarantee; (e) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the businesses of the Company and its Subsidiaries; and (f) such Subsidiary is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation to: (i) subscribe for additional Capital Stock of such Person; or (ii) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results. 7.2 In the event of any such designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 2 (Limitation on Restricted Payments) for all purposes of this Agreement in an amount equal to the greater of (i) the net book value of the Company’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Company’s interest in such Subsidiary. 7.3 Neither the Company nor any Restricted Subsidiary shall at any time: (a) provide a guarantee of, or similar credit support to, any Debt of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Debt); provided that the Company may pledge Capital Stock or Debt of any Unrestricted Subsidiary on a non-recourse basis as long as the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, except to the extent permitted under Section 2 (Limitation on Restricted Payments); (b) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Section 2 (Limitation on Restricted Payments); or (c) be directly or indirectly liable for any other Debt that provides that the holder thereof may (upon giving notice, the lapse of time or both) declare a default thereof (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary). 7.4 The Parent GuarantorCompany’s board Board of directors Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary ifSubsidiary: (ia) if no Default or Event of Default has occurred and is continuing at the time of of, or will shall occur and be continuing after giving effect to to, such designation; and (iib) unless such designated Unrestricted Subsidiary shall not have any Debt outstanding (x) other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, and after giving pro forma effect to the Parent Guarantor Incurrence of any such Debt of such designated Unrestricted Subsidiary as if such Debt was Incurred on the date of its designation as a Restricted Subsidiary, the Company could Incur at least €1.00 of additional Debt (pursuant to the ratio set forth in paragraph 1.1(b) of Section 4.06(a1 (Limitation on Debt)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (d) 7.5 Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorCompany’s board Board of directors in accordance with this Section 4.17 Directors shall be evidenced to the Trustee Agent by filing a resolution of the Parent GuarantorCompany’s board Board of directors Directors with the Trustee Agent giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee Agent must occur within 45 days after the end of the Parent GuarantorCompany’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorCompany’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors of the Company may designate any Restricted Subsidiary (including newly acquired or newly established Subsidiaries) of the Company to be an “Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary” only if no Default has occurred , the aggregate Fair Market Value of all outstanding Investments owned by the Company and is continuing at its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or after giving effect to such designationunder one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) In the event of any Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall will be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal evidenced to the greater Trustee by filing with the Trustee a certified copy of (i) the net book value a resolution of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value Board of Directors of the Parent Guarantor’s interest in Company giving effect to such Subsidiary. (c) designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. The Parent Guarantor’s board Board of directors Directors of the Company may at any time designate any Unrestricted Subsidiary as to be a Restricted Subsidiary if: of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default has occurred and is continuing at the time of or will would occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account following such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board of directors At any time on or after the Closing Date, upon written notice to the Administrative Agent (which written notice shall contain a certification as to the matters set forth in this Section 2.18(a)), the Company may designate any Restricted Subsidiary (including newly acquired or newly established Subsidiariesalong with all Subsidiaries of such Restricted Subsidiary) to be as an “Unrestricted Subsidiary” only if no Default has occurred ”; provided that (i) both immediately before and is continuing at the time of or immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) once designated as an Unrestricted Subsidiary, the Company may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.18(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.18(a), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a Borrower or a Subsidiary Guarantor, (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.18(a) or (C) if it is a Subsidiary of a Canadian Borrower and (iv) after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.11 (calculated on a Pro Forma Basis pursuant to Section 1.03(c)). (b) In At any time after the event of any designation of Closing Date and upon written notice to the Administrative Agent (which written notice shall contain a Subsidiary certification as an Unrestricted Subsidiary to the matters set forth in accordance with this Section 4.172.18(b)), the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors Company may re-designate any Unrestricted Subsidiary as a “Restricted Subsidiary if: Subsidiary”; provided that (i) no Default Subsidiary holding or Event of Default has occurred owning Equity Interests in such re-designated Restricted Subsidiary shall be an Unrestricted Subsidiary (unless also being re-designated at such time) and is continuing at the time of or will occur (ii) both before and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 , no Event of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not Default shall have occurred and be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designationcontinuing. (dc) Any designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall be deemed a representation and warranty by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution Company that each of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditionsrequirements in Section 2.18(a) or Section 2.18(b), and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end as applicable, are satisfied in all respects. (d) The Unrestricted Subsidiaries as of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)Closing Date are set forth on Schedule 2.18.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (i) no Default has occurred and is continuing at the time of or after giving effect to such designation.; (bii) the Issuer would be permitted to make an Investment (other than a Permitted Investment) at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.07(b) in an amount equal to the Fair Market Value of the Issuer’s interest in such Subsidiary; (iii) the Issuer would be permitted under this Indenture to incur €1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.06(a) at the time of such designation (assuming the effectiveness of such designation); (iv) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless the terms of such contract, arrangement, understanding or obligation are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer or of any Restricted Subsidiary; (v) such Subsidiary does not own any Capital Stock, Redeemable Capital Stock or Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, the Issuer or any other Restricted Subsidiary; (vi) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any of the Issuer’s Debt or Debt of any Restricted Subsidiary; provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; (vii) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Issuer and its Subsidiaries; and (viii) such Subsidiary is a Person with respect to which neither the Issuer nor any of the Restricted Subsidiaries has any direct or indirect obligation to. In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor Issuer shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 4.07 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent GuarantorIssuer’s interest in such Subsidiary. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide a guarantee of, or similar credit support to, any Debt of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Debt), except to the extent permitted under Section 4.06, Section 4.07 and Section 4.09; provided that the Issuer may pledge Capital Stock or Debt of any Unrestricted Subsidiary on a non-recourse basis as long as the pledge has no claim whatsoever against the Issuer other than to obtain such pledged property; (ii) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Section 4.07 and Section 4.09; or (iii) be directly or indirectly liable for any other Debt that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary). (c) The Parent GuarantorIssuer’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will shall occur and be continuing after giving effect to such designation; and (ii) unless such redesignated Subsidiary shall not have any Debt outstanding (x) other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, and after giving pro forma effect to the Parent Guarantor incurrence of any such Debt of such redesignated Subsidiary as if such Debt was incurred on the date of the redesignation, the Issuer could Incur at least incur €1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to . Any such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board of directors At any time after the Restatement Effective Date, upon written notice to the Administrative Agent (which written notice shall contain a certification as to the matters set forth in this clause (a)), the Borrower may designate any Restricted Subsidiary of Holdings (including newly acquired or newly established Subsidiariesalong with all Subsidiaries of such Restricted Subsidiary) to be as an “Unrestricted Subsidiary” only if no Default has occurred ”; provided that (i) both before and is continuing at the time of or after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Investment in such Unrestricted Subsidiary must be permitted at such time under either Section 7.03(c), (h), (i), (j) or (m), (iii) once designated as an Unrestricted Subsidiary, the Borrower may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.12(b), but, thereafter, the Borrower shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.12(a), and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a borrower or guarantor under the ABL Facility or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.12(a). The designation of any Subsidiary as an Unrestricted Subsidiary after the Restatement Effective Date shall constitute an Investment (with the amount of such Investment being deemed to be the fair market value of the net assets of such Subsidiary at the time such Subsidiary is designated an Unrestricted Subsidiary (or, with respect to any such Subsidiary that is not a wholly-owned Subsidiary, the percentage of such fair market value of the net assets that is equal to the percentage ownership of the Equity Interests held by Holdings, the Borrower or a Restricted Subsidiary) by Holdings, the Borrower or a Restricted Subsidiary therein at the date of designation. (b) In At any time after the event of Restatement Effective Date and upon written notice to the Administrative Agent, the Borrower may re-designate any designation of a Unrestricted Subsidiary as a “Restricted Subsidiary”; provided that (i) no Subsidiary holding or owning Equity Interests in such re-designated Restricted Subsidiary shall be an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (iunless also being re-designated at such time) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or and (ii) the Fair Market Value both before and after giving effect to such designation, no Event of the Parent Guarantor’s interest in such Subsidiary. (c) Default shall have occurred and be continuing. The Parent Guarantor’s board re-designation of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: shall constitute (i) no Default or Event of Default has occurred and is continuing the incurrence at the time of designation of any Investment, Indebtedness or will occur Liens of such re-designated Restricted Subsidiary existing at such time and be continuing after giving effect to such designation; and (ii) a return on any Investment by Holdings, the Borrower or other applicable Restricted Subsidiary in such re-designated Restricted Subsidiary in an amount equal to the fair market value at the date of such designation of Holdings’, the Borrower’s or its Restricted Subsidiary’s (xas applicable) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to Investment in such designation, in each case, on a pro forma basis taking into account such designationre-designated Restricted Subsidiary. (dc) Any designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall be deemed a representation and warranty by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution Borrower that each of the Parent Guarantor’s board of directors with requirements in Section 2.12(a) or Section 2.12(b), as applicable, are satisfied in all respects. (d) Notwithstanding the Trustee giving effect to such designation and an Officer’s Certificate certifying foregoing, in no event shall the Borrower or any Subsidiary that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end directly or indirectly owns Equity Interests of the Parent Guarantor’s fiscal quarter in which such designation is made Borrower be an Unrestricted Subsidiary. (or, in the case of a designation made during the last fiscal quarter e) As of the Parent Guarantor’s fiscal yearRestatement Effective Date, within 90 days after the end of such fiscal year)Subsidiaries listed on Schedule 2.12 are Unrestricted Subsidiaries.

Designation of Unrestricted and Restricted Subsidiaries. (a1) The Parent GuarantorIssuer’s board Board of directors Directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” Subsidiary only if if: (a) no Default has occurred and is continuing at the time of or after giving effect to such designation; (b) the Issuer would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.06 in an amount equal to the greater of (i) the net book value of the Issuer’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Issuer’s interest in such Subsidiary; (c) the Issuer would be permitted under this Indenture to Incur at least €1.00 of additional Debt pursuant to the ratio set forth in Section 4.04(1)(b) at the time of such designation (assuming the effectiveness of such designation); (d) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or giving of notice or otherwise) in a default on any of the Issuer’s Debt or Debt of any Restricted Subsidiary; provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; (e) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the businesses of the Issuer and its Subsidiaries; and (f) such Subsidiary is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation to: (i) subscribe for additional Capital Stock of such Person; or (ii) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results. (b2) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor Issuer shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 4.06 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent GuarantorIssuer’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent GuarantorIssuer’s interest in such Subsidiary. (3) Neither the Issuer nor any Restricted Subsidiary shall at any time: (a) provide a guarantee of, or similar credit support to, any Debt of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Debt); provided that the Issuer may pledge Capital Stock or Debt of any Unrestricted Subsidiary on a non-recourse basis as long as the pledgee has no claim whatsoever against the Issuer other than to obtain such pledged property, except to the extent permitted under Section 4.06 and Section 4.08; (b) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Section 4.06 and Section 4.08; or InterXion Holding N.V. Indenture Page 69 (c) be directly or indirectly liable for any other Debt that provides that the holder thereof may (upon giving notice, the lapse of time or both) declare a default thereof (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary). (4) The Parent GuarantorIssuer’s board Board of directors Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary ifSubsidiary: (ia) if no Default or Event of Default has occurred and is continuing at the time of of, or will shall occur and be continuing after giving effect to to, such designation; and (iib) unless such designated Unrestricted Subsidiary shall not have any Debt outstanding (x) other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, and after giving pro forma effect to the Parent Guarantor Incurrence of any such Debt of such designated Unrestricted Subsidiary as if such Debt was Incurred on the date of its designation as a Restricted Subsidiary, the Issuer could Incur at least €1.00 of additional Debt (pursuant to the ratio set forth in paragraph (1)(b) of Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation4.04. (d5) Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board Board of directors in accordance with this Section 4.17 Directors shall be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board Board of directors Directors with the Trustee giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (i) no Default has occurred and is continuing at the time of or after giving effect to such designation; (ii) the Parent Guarantor would be permitted to make an Investment (including a Permitted Investment described in clause (n) of the definition of Permitted Investments but excluding any other Permitted Investment) at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.08 in an amount equal to the greater of (A) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (B) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary; (iii) neither the Parent Guarantor nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless (A) the terms of such contract, arrangement, understanding or obligation are no less favorable to the Parent Guarantor or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent Guarantor or of any Restricted Subsidiary or (B) such contract, arrangement, understanding or obligation is permitted pursuant to Section 4.10; (iv) such Subsidiary does not own any Capital Stock, Redeemable Capital Stock or Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, the Parent Guarantor or any other Restricted Subsidiary; (v) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any of the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary; provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes and (if providing a Guarantee of the Notes) the Existing Ardagh Bonds and the Debt outstanding under the Senior Credit Facilities; (vi) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Parent Guarantor and its Subsidiaries; and (vii) such Subsidiary is a Person with respect to which neither the Parent Guarantor nor any of the Restricted Subsidiaries has any direct or indirect obligation to: (A) subscribe for additional Capital Stock of such Person; or (B) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) Neither the Parent Guarantor nor any Restricted Subsidiary shall at any time: (i) provide a guarantee of, or similar credit support to, any Debt of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Debt); provided that the Parent Guarantor or any Restricted Subsidiary may pledge Capital Stock or Debt of any Unrestricted Subsidiary on a nonrecourse basis as long as the pledgee has no claim whatsoever against the Parent Guarantor or any Restricted Subsidiary other than to obtain such pledged property, except to the extent permitted under Section 4.08 and Section 4.10; (ii) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Section 4.08 and Section 4.10; or (iii) be directly or indirectly liable for any other Debt that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary). (d) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) unless such redesignated Subsidiary shall not have any Debt outstanding (x) other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, and after giving pro forma effect to the Incurrence of any such Debt of such redesignated Subsidiary as if such Debt was Incurred on the date of the redesignation, the Parent Guarantor could Incur at least €1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation4.06. (de) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (i) no Default has occurred and is continuing at the time of or after giving effect to such designation.; (bii) the Issuer would be permitted to make an Investment (other than a Permitted Investment) at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.07(a) hereof in an amount equal to the Fair Market Value of the Issuer’s interest in such Subsidiary; (iii) the Issuer would be permitted under the Indenture to incur €1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.06 hereunder at the time of such designation (assuming the effectiveness of such designation); (iv) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless the terms of such contract, arrangement, understanding or obligation are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer or of any Restricted Subsidiary; (v) such Subsidiary does not own any Capital Stock, Redeemable Capital Stock or Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, the Issuer or any other Restricted Subsidiary; (vi) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any of the Issuer’s Debt or Debt of any Restricted Subsidiary, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; (vii) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Issuer and its Subsidiaries; and (viii) such Subsidiary is a Person with respect to which neither the Issuer nor any of the Restricted Subsidiaries has any direct or indirect obligation to: (A) subscribe for additional Capital Stock of such Person; or (B) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results. In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor shall Issuer will be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 4.07 hereof for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent GuarantorIssuer’s interest in such Subsidiary. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide a guarantee of, or similar credit support to, any Debt of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Debt), except to the extent permitted under Sections 4.06, 4.07 and 4.09 hereof; provided that the Issuer may pledge Capital Stock or Debt of any Unrestricted Subsidiary on a nonrecourse basis as long as the pledgee has no claim whatsoever against the Issuer other than to obtain such pledged property; (ii) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Sections 4.07 and 4.09 hereof; or (iii) be directly or indirectly liable for any other Debt that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary). (c) The Parent GuarantorIssuer’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) unless such redesignated Subsidiary shall not have any Debt outstanding (x) other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, and after giving pro forma effect to the Parent Guarantor incurrence of any such Debt of such redesignated Subsidiary as if such Debt was incurred on the date of the redesignation, the Issuer could Incur at least incur €1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to 4.06 hereof. Any such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board of directors in accordance with this Section 4.17 shall will be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if no Default has occurred and is continuing at the time of or after giving effect to such designation.. ​ ​ (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board Board of directors Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur incur at least €$1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board Board of directors Directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board Board of directors Directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board of directors of the Issuer may designate any Restricted Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary” only if no Default has occurred , the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and is continuing at its Restricted Subsidiaries in the Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.06 or after giving effect under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. Such designation will only be permitted if the Investment would be permitted at such time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to such designationbe a Restricted Subsidiary if that redesignation would not cause a Default. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the foregoing conditionspreceding conditions and was permitted under section 4.06 If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Debt of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Debt is not permitted to be incurred as of such date under Section 4.04, the Issuer will be in default of such covenant. The Board of Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Debt by a Restricted Subsidiary of any outstanding Debt of such Unrestricted Subsidiary, and giving such designation will only be permitted if (i) such Debt is permitted under Section 4.04 calculated on a pro forma basis as if such designation had occurred at the effective date beginning of the applicable reference period; and (ii) no Default or Event of Default would be in existence following such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board of directors may designate any Subsidiary of APHL (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” of the Issuer only if (i) no Default has occurred and is continuing at the time of or after giving effect to such designation, (ii) such Subsidiary or any of its Subsidiaries does not own any Capital Stock of the Issuer or any other Subsidiary of the Issuer which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary and (iii) such designation is not prohibited by the 2000 Xxxxxxxxx. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent GuarantorIssuer’s board of directors may designate any Unrestricted Subsidiary of the Issuer as a Restricted Subsidiary of the Issuer if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor APHL could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (dc) Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditionsthis Section 4.15, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (i) no Default has occurred and is continuing at the time of or after giving effect to such designation; (ii) the Issuer would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.08(b) or as a Permitted Investment in an amount equal to the Fair Market Value of the Issuer’s interest in such Subsidiary (but excluding the amount of any investment therein that constituted a Restricted Payment when made); (iii) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless the terms of such contract, arrangement, understanding or obligation comply with Section 4.10 had such Subsidiary been an Unrestricted Subsidiary at the entering into or incurring the same; and (iv) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any of the Issuer’s Debt or Debt of any Restricted Subsidiary. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor Issuer shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 or a Permitted Investment for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent GuarantorIssuer’s interest in such Subsidiary, but excluding the amount of any investment therein that constituted a Restricted Payment when made. (c) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Section 4.08 and Section 4.10; or (ii) be directly or indirectly liable for any other Debt that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled Maturity) upon the occurrence of a default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary). (d) The Parent GuarantorIssuer’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) unless such redesignated Subsidiary shall not have any Debt outstanding (x) the Parent Guarantor could Incur at least €1.00 of additional other than Debt (pursuant to Section 4.06(athat would be Permitted Debt)) or (y) the Fixed Charge Coverage Ratio would not be less than it was , immediately prior to before and after giving effect to such proposed designation, in each case, on a and after giving pro forma basis taking into account effect to the Incurrence of any such designationDebt of such redesignated Subsidiary as if such Debt was Incurred on the date of the redesignation, such Debt could be Incurred pursuant to Section 4.06. (de) Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. The Borrower may designate (such designation, a “Subsidiary Designation”), at any time, any Subsidiary (other than any Subsidiary that was previously an Unrestricted Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer of the Borrower specifying such designation; provided that: (a) The Parent Guarantor’s board both immediately before and immediately after any such designation, no Event of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if no Default has shall have occurred and is be continuing at the time of or after giving effect to such designation.would result therefrom; (b) In the event Borrower shall be in pro forma compliance with the Financial Covenants, calculated as of the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the financial statements described in Section 5.05(b)); (c) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, no Subsidiary in accordance with may be designated as an Unrestricted Subsidiary if such Subsidiary directly or indirectly owns any Equity Interests of, or holds a Lien on, any property of, the Borrower, any Loan Party or any Restricted Subsidiary that is not a Subsidiary to be so designated as an Unrestricted Subsidiary; (d) the Borrower and its Restricted Subsidiaries shall not transfer all or any material intellectual property to any Unrestricted Subsidiary or allow any Restricted Subsidiary that owns material intellectual property to be designated as an Unrestricted Subsidiary (without regard to whether the Borrower or any Restricted Subsidiary has the right to continue to utilize any such intellectual property after such transfer); (e) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 4.17, 6.18; and (f) the Parent Guarantor designation of any Subsidiary as an Unrestricted Subsidiary shall be deemed to have made constitute an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes by the Borrower in such Subsidiary, at the time of this Indenture such designation, in an amount equal to the greater of (i) the net book fair market value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value net assets of the Parent Guarantor’s interest in such Subsidiary. (c) , and such Investment must at such time be permitted under Section 7.06, and no such designation shall be permitted unless such Investment is permitted by Section 7.06. The Parent Guarantor’s board designation of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing shall constitute the incurrence, at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, of any Investment, Indebtedness or Liens of such re-designated Restricted Subsidiary existing at such time. Notwithstanding anything to the contrary, in each case, on a pro forma basis taking into account such designation. (d) Any designation no event shall any Subsidiary of a Subsidiary as the Borrower be designated an Unrestricted Subsidiary unless such Subsidiary has been or Restricted Subsidiary by shall substantially concurrently be designated an “Unrestricted Subsidiary” (or equivalent term) under the Parent Guarantor’s board 2021 Notes and each other Material Indebtedness (if applicable) of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)any Loan Party.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if no Default has occurred and is continuing at the time of or after giving effect to such designation. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board Board of directors Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur incur at least €$1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board Board of directors Directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board Board of directors Directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).. ​ ​

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board of directors At any time after the 2021 Refinancing Amendment No. 14 Effective Date and upon written notice to the Administrative Agent, the Company may designate any Restricted Subsidiary of the Company (including newly acquired or newly established Subsidiariesalong with all Subsidiaries of such Restricted Subsidiary) to be as an “Unrestricted Subsidiary” only if no Default has occurred ”; provided that (i) both before and is continuing at the time of or after giving effect to such designation. , no Default or Event of Default shall have occurred and be continuing, (bii) In after giving effect to such designation, the event Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenantsfinancial covenant in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01, (iii) once designated as an Unrestricted Subsidiary, the Company may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of the indenture governing the 2024 Notes, the 2027 Notes or any other Indebtedness of the Company or any other Loan Party in a stated principal amount in excess of the Threshold Amount or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a) and (v) the Company and its Restricted Subsidiaries shall not transfer any intellectual property that is material to the continued operations of the Company and its Restricted Subsidiaries, taken as a whole, to any Unrestricted Subsidiary or allow any Restricted Subsidiary that owns any such intellectual property to be designated as an Unrestricted Subsidiary (without regard to whether the Company or any Restricted Subsidiary has the right to continue to utilize any such intellectual property after such transfer). The designation of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, after the Parent Guarantor 2021 Refinancing Amendment No. 14 Effective Date shall be deemed to have made constitute an Investment constituting by the Company or a Restricted Payment pursuant to Section 4.08 for all purposes Subsidiary therein at the date of this Indenture designation in an amount equal to the greater of (i) the net book fair market value of the Parent GuarantorCompany’s interest in or its Restricted Subsidiary’s (as applicable) investment therein and such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in Investment must at such Subsidiary. (c) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to permitted under Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year7.03(j).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorBorrower’s board Board of directors Directors may designate any Subsidiary of Parent (including newly acquired or newly established SubsidiariesSubsidiaries and excluding Borrower) to be an “Unrestricted Subsidiary,” only if no Default has occurred and is continuing at the time of or after giving effect to such designation. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary ifprovided that: (i) no Default or Event of Default has occurred and is continuing at the time of or after giving effect to such designation; (ii) Parent would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 6.2 in an amount equal to the Fair Market Value of Parent’s interest in such Subsidiary; (iii) such Subsidiary does not own any Capital Stock, Redeemable Capital Stock or Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, Borrower or any other Restricted Subsidiary; (iv) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or giving of notice or otherwise) in a default on any of Borrower’s Debt or Debt of Parent or any Restricted Subsidiary; (v) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the businesses of the Subsidiaries of Parent; (vi) such Subsidiary is a Person with respect to which Parent, Borrower or any Restricted Subsidiary does not have any direct or indirect obligation to: (A) subscribe for additional Capital Stock of such Person; or (B) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (vii) none of Parent, Borrower or any Restricted Subsidiary directly or indirectly guarantees, is liable for or provides credit support for the Debt of such Subsidiary; and (viii) Borrower shall be in compliance with the Financial Covenant on a Pro Forma Basis (whether or not then in effect) after giving effect to such designation as of the last day of the Fiscal Quarter most recently ended (as determined in accordance with Section 6.18). (b) In the event of any such designation, Parent will be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.2 for all purposes of this Agreement in an amount equal to the Fair Market Value of Parent’s interest in such Subsidiary. Notwithstanding anything to the contrary herein, no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Material Debt. (c) Borrower’s Board of Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary, provided that: (i) no Default or Event of Default has occurred and is continuing at the time of, or will occur and be continuing after giving effect to, such designation; (ii) such designated Unrestricted Subsidiary will not have any Debt outstanding (other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, or after giving effect to the Incurrence of any such Debt of such designated Unrestricted Subsidiary on a Pro Forma Basis as if such Debt was Incurred on the date of its designation as a Restricted Subsidiary, the Total Leverage Ratio for the four full Fiscal Quarters for which internal financial statements are available immediately preceding the Incurrence of such Debt, taken as one period, would be less than or equal to 4.50:1.00; and (iiiii) (x) any Lien on the Parent Guarantor could Incur property of such Unrestricted Subsidiary at least €1.00 the time of additional Debt (pursuant such designation which will be deemed to have been incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation6.5. (d) Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorBorrower’s board Board of directors in accordance with this Section 4.17 shall Directors will be evidenced to the Trustee Administrative Agents by filing a resolution of the Parent GuarantorBorrower’s board Board of directors Directors with the Trustee Administrative Agents giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee Administrative Agents must occur within 45 days after the end of the Parent GuarantorParent’s fiscal quarter Fiscal Quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter Fiscal Quarter of the Parent GuarantorParent’s fiscal yearFiscal Year, within 90 days after the end of such fiscal yearFiscal Year). (e) If a member of the Restricted Group (other than Borrower) is designated as an Unrestricted Subsidiary, each Credit Party will (i) ensure that the Unrestricted Subsidiary does not (and will, for so long as it is an Unrestricted Subsidiary, not) legally or beneficially own shares in any Restricted Subsidiary; and (ii) use its commercially reasonable efforts to ensure that no member of the Restricted Group has any material liabilities (including pension, environmental and Tax liabilities) to or in respect of the Unrestricted Subsidiary and if any such material liability arises Borrower will promptly notify Administrative Agents and procure that the Unrestricted Subsidiary becomes a Restricted Subsidiary to the extent required pursuant to this Section 6.11 as soon as reasonably practicable and in any event within 20 Business Days of the first date on which Borrower is aware of the material liability.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (i) no Default has occurred and is continuing at the time of or after giving effect to such designation; (ii) the Issuer would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.08 or as a Permitted Investment in an amount equal to the Fair Market Value of the Issuer’s interest in such Subsidiary (excluding any investment therein that constituted a Restricted Payment when made); and (iii) no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Issuer (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary simultaneously with the aforementioned designation in accordance with the terms of this Indenture) or hold any Debt of or any Lien on any property of the Issuer or its Restricted Subsidiaries (unless the Issuer or such Restricted Subsidiary is permitted hereunder to incur such Debt or grant such Lien in favor of such Unrestricted Subsidiary). (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor Issuer shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 or a Permitted Investment for all purposes of this Indenture in an amount equal to the greater of (i) the net book value Fair Market Value of the Parent GuarantorIssuer’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiaryexcluding any investment therein that constituted a Restricted Payment when made). (c) The Parent Guarantor’s board Neither the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred Subsidiary, except to the extent permitted under Section 4.08 and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation4.10. (d) Any designation of a Notwithstanding the foregoing, the Issuer may not designate any Subsidiary as an Unrestricted Subsidiary other than (i) an existing or Restricted newly created Subsidiary of an existing Unrestricted Subsidiary or (ii) an Unrestricted Subsidiary formed solely to act as the issuer of Escrow Notes and perform customary related activities. “Escrow Notes” means Debt, 100% of the net proceeds of the issuance of which (together with such additional amounts as may be necessary to fund the repayment thereof and accrued interest through the date of repayment) is and remains deposited to an escrow or segregated account established by the Parent Guarantor’s board issuer of directors such Debt that is subject to customary escrow or other control arrangements providing for the prepayment or redemption of such Debt with the proceeds of such Debt in accordance with this Section 4.17 shall be evidenced certain circumstances (and otherwise providing for the release of the proceeds of such Debt to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date issuer of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made Debt (or, in the case of or a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal yearsuccessor thereto)).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Board of Directors of the Parent Guarantor’s board of directors may designate any Restricted Subsidiary of the Parent (including newly acquired or newly established Subsidiariesother than the Company) to be an “Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of the Parent is designated as an Unrestricted Subsidiary” only if no Default has occurred , the aggregate Fair Market Value of all outstanding Investments owned by the Parent and is continuing at its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 or after giving effect to such designationunder one or more clauses of the definition of “Permitted Investments,” as determined by the Parent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) In the event of any Any designation of a Subsidiary of the Parent as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall will be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal evidenced to the greater Trustee by filing with the Trustee a certified copy of (i) the net book value a Board Resolution of the Parent Guarantor’s interest in giving effect to such Subsidiary calculated in accordance designation and an Officers’ Certificate certifying that such designation complied with IFRS or (ii) the Fair Market Value preceding conditions and was permitted by Section 4.07. The Board of Directors of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors may at any time designate any Unrestricted Subsidiary as to be a Restricted Subsidiary if: of the Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (ii) no Default or Event of Default has occurred and is continuing at the time of or will would occur and be continuing after giving effect to following such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to . Any such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or to a Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall will be evidenced to the Trustee by filing with the Trustee a resolution certified copy of a Board Resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the foregoing conditions, preceding conditions and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)was permitted by Section 4.07 and Section 4.09.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (i) no Default has occurred and is continuing at the time of or after giving effect to such designation; (ii) the Parent Guarantor would be permitted to make an Investment (including a Permitted Investment described in clause (n) of the definition of Permitted Investments but excluding any other Permitted Investment) at the time of designation (assuming the effectiveness of such designation) pursuant to Section 8.3 in an amount equal to the greater of (A) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (B) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary; (iii) neither the Parent Guarantor nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless (A) the terms of such contract, arrangement, understanding or obligation are no less favorable to the Parent Guarantor or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent Guarantor or of any Restricted Subsidiary or (B) such contract, arrangement, understanding or obligation is permitted pursuant to Section 8.5; (iv) such Subsidiary does not own any Capital Stock, Redeemable Capital Stock or Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, the Parent Guarantor or any other Restricted Subsidiary; (v) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any of the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary; provided that an Unrestricted Subsidiary may provide a Guarantee for the Loans and (if providing a Guarantee of the Loans) the Existing Ardagh Bonds and the Debt outstanding under the Senior Credit Facilities; (vi) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Parent Guarantor and its Subsidiaries; and (vii) such Subsidiary is a Person with respect to which neither the Parent Guarantor nor any of the Restricted Subsidiaries has any direct or indirect obligation to: (A) subscribe for additional Capital Stock of such Person; or (B) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.178.8, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 8.3 for all purposes of this Indenture Agreement in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) Neither the Parent Guarantor nor any Restricted Subsidiary shall at any time: (i) provide a guarantee of, or similar credit support to, any Debt of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Debt); provided that the Parent Guarantor or any Restricted Subsidiary may pledge Capital Stock or Debt of any Unrestricted Subsidiary on a nonrecourse basis as long as the pledgee has no claim whatsoever against the Parent Guarantor or any Restricted Subsidiary other than to obtain such pledged property, except to the extent permitted under Section 8.3 and Section 8.5; (ii) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Section 8.3 and Section 8.5; or (iii) be directly or indirectly liable for any other Debt that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary). (d) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) unless such redesignated Subsidiary shall not have any Debt outstanding (x) other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, and after giving pro forma effect to the Incurrence of any such Debt of such redesignated Subsidiary as if such Debt was Incurred on the date of the redesignation, the Parent Guarantor could Incur at least €1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation8.1. (de) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 8.8 shall be evidenced to the Trustee Administrative Agent by filing a resolution of the Parent Guarantor’s board of directors with the Trustee Administrative Agent giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee Administrative Agent must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (i) no Default has occurred and is continuing at the time of or after giving effect to such designation; (ii) the Issuer would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.08 or as a Permitted Investment in an amount equal to the Fair Market Value of the Issuer’s interest in such Subsidiary (excluding any investment therein that constituted a Restricted Payment when made); and (iii) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless the terms of such contract, arrangement, understanding or obligation comply with Section 4.10 had such Subsidiary been an Unrestricted Subsidiary at the entering into or incurring the same. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor Issuer shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 or a Permitted Investment for all purposes of this Indenture in an amount equal to the greater of (i) the net book value Fair Market Value of the Parent GuarantorIssuer’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiaryexcluding any investment therein that constituted a Restricted Payment when made). (c) Neither the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Section 4.08 and Section 4.10. (d) The Parent GuarantorIssuer’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) unless such redesignated Subsidiary shall not have any Debt outstanding (x) the Parent Guarantor could Incur at least €1.00 of additional other than Debt (pursuant to Section 4.06(athat would be Permitted Debt)) or (y) the Fixed Charge Coverage Ratio would not be less than it was , immediately prior to before and after giving effect to such proposed designation, in each case, on a and after giving pro forma basis taking into account effect to the Incurrence of any such designationDebt of such redesignated Subsidiary as if such Debt was Incurred on the date of the redesignation, such Debt could be Incurred pursuant to Section 4.06. (de) Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. The Borrower may designate (such designation, a “Subsidiary Designation”), at any time, any Subsidiary (other than any Subsidiary that was previously an Unrestricted Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer of the Borrower specifying such designation; provided that: (a) The Parent Guarantor’s board both immediately before and immediately after any such designation, no Event of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if no Default has shall have occurred and is be continuing at the time of or after giving effect to such designation.would result therefrom; (b) In the event Borrower shall be in pro forma compliance with the Financial Covenants, calculated as of any the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.01; (c) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, no Subsidiary in accordance with may be designated as an Unrestricted Subsidiary if such Subsidiary directly or indirectly owns any Equity Interests of, or holds a Lien on, any property of, the Borrower, any other Loan Party or any Restricted Subsidiary that is not a Subsidiary to be so designated as an Unrestricted Subsidiary; (d) the Borrower and its Restricted Subsidiaries shall not transfer all or any material intellectual property to any Unrestricted Subsidiary or allow any Restricted Subsidiary that owns material intellectual property to be designated as an Unrestricted Subsidiary (without regard to whether the Borrower or any Restricted Subsidiary has the right to continue to utilize any such intellectual property after such transfer); (e) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 4.17, 6.18; and (f) the Parent Guarantor designation of any Subsidiary as an Unrestricted Subsidiary shall be deemed to have made constitute an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes by the Borrower in such Subsidiary, at the time of this Indenture such designation, in an amount equal to the greater of (i) the net book fair market value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value net assets of the Parent Guarantor’s interest in such Subsidiary. (c) , and such Investment must at such time be permitted under Section 7.06, and no such designation shall be permitted unless such Investment is permitted by Section 7.06. The Parent Guarantor’s board designation of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing shall constitute the incurrence, at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, of any Investment, Indebtedness or Liens of such re-designated Restricted Subsidiary existing at such time. Notwithstanding anything to the contrary, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a no event shall any Subsidiary as be designated an Unrestricted Subsidiary unless such Subsidiary has been or Restricted Subsidiary by shall substantially concurrently be designated an “Unrestricted Subsidiary” (or equivalent term) under the Parent Guarantor’s board 2021 Notes, the Farm Credit Agreement Documents and each other Material Indebtedness (if applicable) of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)any Loan Party.

Designation of Unrestricted and Restricted Subsidiaries. The Borrower may designate (such designation, a “Subsidiary Designation”), at any time, any Subsidiary (other than any Subsidiary that was previously an Unrestricted Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer of the Borrower specifying such designation; provided that: (a) The Parent Guarantor’s board both immediately before and immediately after any such designation, no Event of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if no Default has shall have occurred and is be continuing at the time of or after giving effect to such designation.would result therefrom; (b) In the event Borrower shall be in pro forma compliance with the Financial Covenants, calculated as of any the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.01; (c) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, no Subsidiary in accordance with may be designated as an Unrestricted Subsidiary if such Subsidiary directly or indirectly owns any Equity Interests of, or holds a Lien on, any property of, the Borrower, any other Loan Party or any Restricted Subsidiary that is not a Subsidiary to be so designated as an Unrestricted Subsidiary; (d) the Borrower and its Restricted Subsidiaries shall not transfer all or any material intellectual property to any Unrestricted Subsidiary or allow any Restricted Subsidiary that owns material intellectual property to be designated as an Unrestricted Subsidiary (without regard to whether the Borrower or any Restricted Subsidiary has the right to continue to utilize any such intellectual property after such transfer); (e) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 4.17, 6.18; and (f) the Parent Guarantor designation of any Subsidiary as an Unrestricted Subsidiary shall be deemed to have made constitute an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes by the Borrower in such Subsidiary, at the time of this Indenture such designation, in an amount equal to the greater of (i) the net book fair market value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value net assets of the Parent Guarantor’s interest in such Subsidiary. (c) , and such Investment must at such time be permitted under Section 7.06, and no such designation shall be permitted unless such Investment is permitted by Section 7.06. The Parent Guarantor’s board designation of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing shall constitute the incurrence, at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, of any Investment, Indebtedness or Liens of such re-designated Restricted Subsidiary existing at such time. Notwithstanding anything to the contrary, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a no event shall any Subsidiary as be designated an Unrestricted Subsidiary unless such Subsidiary has been or Restricted Subsidiary by shall substantially concurrently be designated an “Unrestricted Subsidiary” (or equivalent term) under the Parent Guarantor’s board 2021 Notes, the Pro Rata Credit Agreement Documents and each other Material Indebtedness (if applicable) of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)any other Loan Party.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board of directors At any time after the 2021 Refinancing Amendment Effective Date and upon written notice to the Administrative Agent, the Company may designate any Restricted Subsidiary of the Company (including newly acquired or newly established Subsidiariesalong with all Subsidiaries of such Restricted Subsidiary) to be as an “Unrestricted Subsidiary” only if no Default has occurred ”; provided that (i) both before and is continuing at the time of or after giving effect to such designation. , no Default or Event of Default shall have occurred and be continuing, (bii) In after giving effect to such designation, the event Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01, (iii) once designated as an Unrestricted Subsidiary, the Company may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of the indenture governing the 2024 Notes, the 2027 Notes or any other Indebtedness of the Company or any other Loan Party in a stated principal amount in excess of the Threshold Amount or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a). The designation of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, after the Parent Guarantor 2021 Refinancing Amendment Effective Date shall be deemed to have made constitute an Investment constituting by the Company or a Restricted Payment pursuant to Section 4.08 for all purposes Subsidiary therein at the date of this Indenture designation in an amount equal to the greater fair market value of the Company’s or its Restricted Subsidiary’s (as applicable) investment therein and such Investment must at such time be permitted under Section 7.03(j). (b) At any time after the 2021 Refinancing Amendment Effective Date and upon written notice to the Administrative Agent, the Company may re-designate any Unrestricted Subsidiary as a “Restricted Subsidiary”; provided that (i) the net book value of the Parent Guarantor’s interest no Subsidiary holding or owning Equity Interests in such re-designated Restricted Subsidiary calculated in accordance with IFRS or shall be an Unrestricted Subsidiary (unless also being re-designated at such time), (ii) both before and after giving effect to such designation, no Event of Default shall have occurred and be continuing and (iii) after giving effect to such designation, the Fair Market Value Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the Parent Guarantor’s interest covenants in such Subsidiary. (c) Section 7.11 as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01. The Parent Guarantor’s board re-designation of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: shall constitute (i) no Default or Event of Default has occurred and is continuing the incurrence at the time of designation of any Investment, Indebtedness or will occur Liens of such re-designated Restricted Subsidiary existing at such time and be continuing after giving effect to such designation; and (ii) a return on any Investment by the Company or other applicable Restricted Subsidiary in such re-designated Restricted Subsidiary in an amount equal to the fair market value at the date of such designation of the Company’s or its Restricted Subsidiary’s (xas applicable) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to Investment in such designation, in each case, on a pro forma basis taking into account such designationre-designated Restricted Subsidiary. (dc) Any designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall be deemed a representation and warranty by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution Company that each of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditionsrequirements in Section 2.14(a) or Section 2.14(b), and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter as applicable, are satisfied in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)all respects.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors of the Company or Issuer may designate any Subsidiary subsidiary of the Company (including any existing subsidiary and any newly formed or newly acquired or newly established Subsidiariessubsidiary but excluding the Issuer) to be an “Unrestricted Subsidiary” Subsidiary only if no Default has occurred and is continuing at the time of or if: (1) immediately after giving effect to such designation. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has shall have occurred and be continuing; (2) on the date such subsidiary is continuing designated an Unrestricted Subsidiary, such subsidiary (together with any of its subsidiaries) shall, as at the end of the then most recently completed fiscal quarter of the Company, have Consolidated Total Assets representing not more than 10% of the Company’s Consolidated Total Assets (including such subsidiary together with any of its subsidiaries) as of the end of the most recently ended fiscal quarter for which financial statements are available at the time of or will occur and be continuing after giving effect to such designation; and (ii3) on the date such subsidiary is designated an Unrestricted Subsidiary, such subsidiary is not a “restricted subsidiary” or a “guarantor” (xor any similar designation) under (A) the Parent Guarantor could Incur at least €1.00 of additional Debt Revolving Credit Agreement, (B) the Issuer’s 6.75% Senior Notes due 2024 and 7.00% Senior Notes due 2026, (C) the Issuer’s 6.125% Senior Notes due 2028, (D) the Issuer’s 5.500% Senior Notes due 2027 or (E) any other Indebtedness pursuant to Section 4.06(a)) which the lender has recourse to any of the assets of the Company, the Issuer or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designationany of its Restricted Subsidiaries, that exceeds $150 million in each case, on a pro forma basis taking into account such designationaggregate principal amount. (db) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board Board of directors Directors of the Company or the Issuer in accordance with this Section 4.17 4.8(a) shall be evidenced to the Trustee by filing with the Trustee a resolution of the Parent Guarantor’s board Board of directors with Directors of the Trustee Company or the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditionsconditions described in Section 4.8(a). If, at any time, any Unrestricted Subsidiary becomes a “restricted subsidiary” or a “guarantor” (or any similar designation) under (A) the Revolving Credit Agreement, (B) the Issuer’s 6.75% Senior Notes due 2024 and 7.00% Senior Notes due 2026, (C) the Issuer’s 6.125% Senior Notes due 2028, (D) the Issuer’s 5.500% Senior Notes due 2027 or (E) any other Indebtedness pursuant to which the lender has recourse to any of the assets of the Company, the Issuer or any of its Restricted Subsidiaries, that exceeds $150 million in aggregate principal amount, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture, and giving the effective date any Indebtedness of such designation. Any subsidiary shall be deemed to be Incurred as of such filing with the Trustee must occur within 45 days after the end date. (c) The Board of Directors of the Parent Guarantor’s fiscal quarter in which Company or the Issuer 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 or would occur as a consequence thereof. (d) As of the Issue Date, there shall be no Unrestricted Subsidiaries. (e) Any designation is made (or, in the case of a designation made during the last fiscal quarter Person as an Unrestricted Subsidiary or a Restricted Subsidiary in violation of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)this Section 4.8 shall be null and void.

Designation of Unrestricted and Restricted Subsidiaries. (a) As of the Issue Date, the Parent has no Unrestricted Subsidiaries. The Board of Directors of the Parent Guarantor’s board of directors may designate any Subsidiary of the Parent (including any newly acquired or newly established Subsidiariesformed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) to be an “Unrestricted Subsidiary only if: (1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any other Subsidiary of the Parent which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary” only if no Default has occurred ; (2) all the Indebtedness of such Subsidiary and is continuing its Subsidiaries shall, at the time date of designation, and will at all times thereafter, consist of Non-Recourse Debt; (3) on the date of such designation, such designation and the Investment of the Parent or a Restricted Subsidiary in such Subsidiary complies with Section 4.04; (4) such Subsidiary is a Person with respect to which neither the Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation: (i) to subscribe for additional Capital Stock of such Person; or (ii) to maintain or preserve such Person‟s financial condition or to cause such Person to achieve any specified levels of operating results; and (5) on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Parent or any Restricted Subsidiary with terms substantially less favorable to the Parent than those that might have been obtained from Persons who are not Affiliates of the Parent. (b) Notwithstanding anything else to the contrary, neither the Issuer (or any successor of the Issuer) nor Zhaikmunai LLP shall be designated as Unrestricted Subsidiaries. (c) Any such designation by the Board of Directors of the Parent shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Parent giving effect to such designation and an Officer‟s Certificate certifying that such designation complies with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date. (d) The Board of Directors of the Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has shall have occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) or would occur as a consequence thereof and the Parent Guarantor could Incur at least €1.00 U.S.$1.00 of additional Debt (pursuant to Section 4.06(a)Indebtedness under 4.03(a) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (de) Any designation For purpose of a designating any Restricted Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced and its Restricted Subsidiaries (except to the Trustee by filing a resolution extent repaid) in the Subsidiary so designated will be deemed to be an Investment made as of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with will reduce the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end amount available for Restricted Payments under Section 4.04 or under one or more clauses of the Parent Guarantor’s fiscal quarter in which definition of Permitted Investments, as determined by the Parent. Such designation will be permitted only if the Investment is permitted at such designation is made (or, in time and if such Subsidiary otherwise meets the case definition of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)an Unrestricted Subsidiary.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (i) no Default has occurred and is continuing at the time of or after giving effect to such designation.; (bii) the Issuer would be permitted to make an Investment (other than a Permitted Investment) at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.07(a) in an amount equal to the Fair Market Value of the Issuer’s interest in such Subsidiary; (iii) the Issuer would be permitted under this Indenture to incur €1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.06 at the time of such designation (assuming the effectiveness of such designation); (iv) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless the terms of such contract, arrangement, understanding or obligation are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer or of any Restricted Subsidiary; (v) such Subsidiary does not own any Capital Stock, Redeemable Capital Stock or Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, the Issuer or any other Restricted Subsidiary; (vi) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any of the Issuer’s Debt or Debt of any Restricted Subsidiary; provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; (vii) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Issuer and its Subsidiaries; and (viii) such Subsidiary is a Person with respect to which neither the Issuer nor any of the Restricted Subsidiaries has any direct or indirect obligation to: (A) subscribe for additional Capital Stock of such Person; or (B) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results. In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor shall Issuer will be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 4.07 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent GuarantorIssuer’s interest in such Subsidiary. (b) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) provide a guarantee of, or similar credit support to, any Debt of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Debt), except to the extent permitted under Section 4.06, Section 4.07 and Section 4.09; provided that the Issuer may pledge Capital Stock or Debt of any Unrestricted Subsidiary on a non-recourse basis as long as the pledgee has no claim whatsoever against the Issuer other than to obtain such pledged property; (ii) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Section 4.07 and Section 4.09; or (iii) be directly or indirectly liable for any other Debt that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary). (c) The Parent GuarantorIssuer’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) unless such redesignated Subsidiary shall not have any Debt outstanding (x) other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, and after giving pro forma effect to the Parent Guarantor incurrence of any such Debt of such redesignated Subsidiary as if such Debt was incurred on the date of the redesignation, the Issuer could Incur at least incur €1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to 4.06. Any such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board of directors in accordance with this Section 4.17 shall will be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if no Default has occurred and is continuing at the time of or after giving effect to such designation. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board Board of directors Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur incur at least €$1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board Board of directors Directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board Board of directors Directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board Board of directors Directors may designate any Subsidiary (other than AGSA or any Subsidiary of the Issuer that is a direct or indirect parent company of AGSA) (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” of the Issuer only if (x) in the case of a Permitted Subsidiary of AGSA, (i) no Default has occurred and is continuing at the time of or after giving effect to such designation, (ii) such Subsidiary or any of its Subsidiaries does not own any Capital Stock of the Issuer or any other Subsidiary of the Issuer which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary and (iii) such designation is not prohibited by the 2019 Indenture, or (y) in the case of a Subsidiary of the Issuer which is not a direct or indirect parent company of AGSA and is not a Permitted Subsidiary of AGSA, (i) no Default has occurred and is continuing at the time of or after giving effect to such designation and (ii) such designation (which will be deemed to be an Investment made as of the time of the designation) is permitted by Section 4.08. (b) In the event The Issuer’s Board of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors Directors may designate any Unrestricted Subsidiary of the Issuer as a Restricted Subsidiary of the Issuer if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor a Permitted Subsidiary could Incur incur at least €$1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Consolidated Fixed Charge Coverage Ratio of the Issuer would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (dc) Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board Board of directors in accordance with this Section 4.17 shall Directors will be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board Board of directors Directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditionsthis Section 4.15, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (i) no Default has occurred and is continuing at the time of or after giving effect to such designation; (ii) the Issuer would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.08(b) or as a Permitted Investment in an amount equal to the Fair Market Value of the Issuer’s interest in such Subsidiary (excluding any investment therein that constituted a Restricted Payment when made); (iii) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless the terms of such contract, arrangement, understanding or obligation comply with Section 4.10 had such Subsidiary been an Unrestricted Subsidiary at the entering into or incurring the same; and (iv) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any of the Issuer’s Debt or Debt of any Restricted Subsidiary. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor Issuer shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 or a Permitted Investment for all purposes of this Indenture in an amount equal to the greater of (i) the net book value Fair Market Value of the Parent GuarantorIssuer’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiaryexcluding any investment therein that constituted a Restricted Payment when made). (c) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Sections 4.08 and 4.10; or (ii) be directly or indirectly liable for any other Debt that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled Maturity) upon the occurrence of a default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary). (d) The Parent GuarantorIssuer’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) unless such redesignated Subsidiary shall not have any Debt outstanding (x) the Parent Guarantor could Incur at least €1.00 of additional other than Debt (pursuant to Section 4.06(athat would be Permitted Debt)) or (y) the Fixed Charge Coverage Ratio would not be less than it was , immediately prior to before and after giving effect to such proposed designation, in each case, on a and after giving pro forma basis taking into account effect to the Incurrence of any such designationDebt of such redesignated Subsidiary as if such Debt was Incurred on the date of the redesignation, such Debt could be incurred pursuant to Section 4.06. (de) Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors of the Company may designate any Restricted Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if ; provided that: (1) such Subsidiary has no Default has occurred Indebtedness other than Non-Recourse Debt; (2) the aggregate Fair Market Value of all outstanding Investments owned by the Company and is continuing at the Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) shall be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 4.9; (3) such Subsidiary does not hold any Capital Stock or after giving effect Indebtedness of, or own or hold any Lien on any property or assets of, or have any Investment in, the Company or any Restricted Subsidiary; (4) the Subsidiary being so designated: (i) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement will be permitted under Section 4.13; (ii) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (iii) has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary, except to the extent such Guarantee or credit support would be released upon such designation; and (5) no Default or Event of Default would be in existence following such designation. (b) In The Board of Directors of the event of Company may at any designation of a Subsidiary as an time designate any Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor to be a Restricted Subsidiary; provided that: (1) such designation shall be deemed to have made be an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes Incurrence of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as Indebtedness by a Restricted Subsidiary if:of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under Section 4.10; (i2) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.11; and (3) no Default or Event of Default has occurred and is continuing at the time of or will occur and would be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account existence following such designation. (dc) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complies complied with the foregoing conditions, conditions of this Section 4.14 (as applicable) and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end was permitted by this Indenture. (d) As of the Parent Guarantor’s fiscal quarter in which such designation is made (orIssue Date, in the case of a designation made during the last fiscal quarter all of the Parent GuarantorCompany’s fiscal year, within 90 days after the end of such fiscal year)Subsidiaries shall be Restricted Subsidiaries.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors of the Issuer may designate any Restricted Subsidiary (including newly acquired or newly established Subsidiariesother than the Issuer) to be an “Unrestricted Subsidiary if that designation (which would constitute an Investment in such Subsidiary) would not result in a breach of Section 4.08 of this Indenture or otherwise cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary” only if no Default has occurred , the aggregate Fair Market Value of all outstanding Investments owned by Arch Western and is continuing at its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation as set forth under the definition of "Investment" and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.08 of this Indenture or after giving effect Permitted Investments, as determined by Arch Western. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may also designate any Subsidiary of Arch Western to such designation.be an Unrestricted Subsidiary if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, Arch Western or any other Restricted Subsidiary and is not required to be a Guarantor pursuant to this Indenture, and (b) In either: (i) the event Subsidiary to be so designated has total assets of any $1,000 or less, or (ii) such designation of is effective immediately upon such entity becoming a Subsidiary of Arch Western. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Arch Western will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value if either of the Parent Guarantor’s interest requirements set forth in such Subsidiary calculated in accordance with IFRS or clauses (iix) the Fair Market Value and (y) of the Parent Guarantor’s interest in second immediately following paragraph will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary. . In addition, neither Arch Western nor any of its Restricted Subsidiaries shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (cwith the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The Parent Guarantor’s board Board of directors Directors may designate any Unrestricted Subsidiary as to be a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing , immediately after giving pro forma effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).,

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries, but excluding the Issuer, which must remain a Restricted Subsidiary) to be an “Unrestricted Subsidiary,” only if no Default has occurred and is continuing provided that: (1) such designation would not cause a Default; (2) the Parent Guarantor would be permitted to make an Investment at the time of or after giving effect to designation (assuming the effectiveness of such designation) pursuant to Section 4.07 hereof in an amount equal to the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary; (3) such Subsidiary does not own any Capital Stock, Redeemable Capital Stock or Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, the Parent Guarantor or any other Restricted Subsidiary; (4) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or giving of notice or otherwise) in a default on any of the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary; provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; (5) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the businesses of the Parent Guarantor and its Subsidiaries; (6) such Subsidiary is a Person with respect to which neither the Parent Guarantor nor any Restricted Subsidiary has any direct or indirect obligation to: (A) subscribe for additional Capital Stock of such Person; or (B) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (7) neither the Parent Guarantor nor any Restricted Subsidiary directly or indirectly guarantees, is liable for or provides credit support for the Debt of such Subsidiary. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor shall will be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 4.07 hereof for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board Board of directors Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary ifSubsidiary, provided that: (i1) no Default or Event of Default has occurred such designation would not cause a Default; (2) such designated Unrestricted Subsidiary will not have any Debt outstanding (other than Debt that would be Permitted Debt), immediately before and is continuing at the time of or will occur and be continuing after giving effect to such proposed designation; and (ii) (x) , or after giving pro forma effect to the Incurrence of any such Debt of such designated Unrestricted Subsidiary as if such Debt was Incurred on the date of its designation as a Restricted Subsidiary, the Parent Guarantor could Incur at least €US$1.00 of additional Debt (pursuant to the ratio set forth in Section 4.06(a)4.09(a) or hereof; and (y3) any Lien on the Fixed Charge Coverage Ratio property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designation would not be less than it was immediately prior permitted to giving effect to such designation, in each case, on a pro forma basis taking into account such designationbe Incurred by the covenant described under Section 4.12 hereof. (d) Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board Board of directors in accordance with this Section 4.17 shall Directors will be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board Board of directors Directors with the Trustee giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies with the foregoing conditionsconditions set forth in this Section 4.19, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board of directors may designate any Subsidiary which is not a Guarantor (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (i) no Default has occurred and is continuing at the time of or after giving effect to such designation; (ii) the Issuer would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.08(b) or as a Permitted Investment in an amount equal to the Fair Market Value of the Issuer’s interest in such Subsidiary (but excluding the amount of any investment therein that constituted a Restricted Payment when made); (iii) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless the terms of such contract, arrangement, understanding or obligation comply with Section 4.10 had such Subsidiary been an Unrestricted Subsidiary at the entering into or incurring the same; and (iv) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any of the Issuer’s Debt or Debt of any Restricted Subsidiary. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor Issuer shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent GuarantorIssuer’s interest in such Subsidiary, but excluding the amount of any investment therein that constituted a Restricted Payment when made. (c) Neither the Issuer nor any Restricted Subsidiary shall at any time: (i) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Section 4.08 and Section 4.10; or (ii) be directly or indirectly liable for any other Debt that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled Maturity) upon the occurrence of a default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary). (d) The Parent GuarantorIssuer’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) unless such redesignated Subsidiary shall not have any Debt outstanding (x) the Parent Guarantor could Incur at least €1.00 of additional other than Debt (pursuant to Section 4.06(athat would be Permitted Debt)) or (y) the Fixed Charge Coverage Ratio would not be less than it was , immediately prior to before and after giving effect to such proposed designation, in each case, on a and after giving pro forma basis taking into account effect to the Incurrence of any such designationDebt of such redesignated Subsidiary as if such Debt was Incurred on the date of the redesignation, such Debt could be Incurred pursuant to Section 4.06. (de) Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. ​ (a) The Parent Guarantor’s board of directors At any time after the Closing2021 Refinancing Amendment Effective Date and upon written notice to the Administrative Agent, the Company may designate any Restricted Subsidiary of the Company (including newly acquired or newly established Subsidiariesalong with all Subsidiaries of such Restricted Subsidiary) to be as an “Unrestricted Subsidiary” only if no Default has occurred ”; provided that (i) both before and is continuing at the time of or after giving effect to such designation. , no Default or Event of Default shall have occurred and be continuing, (bii) In after giving effect to such designation, the event Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the financial statements described in Section 5.05(b)), (iii) once designated as an Unrestricted Subsidiary, the Company may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of the indenture governing the New2024 Notes, the 2027 Notes or any other Indebtedness of the Company or any other Loan Party in a stated principal amount in excess of the Threshold Amount or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a). The designation of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, after the Parent Guarantor Closing2021 Refinancing Amendment Effective Date shall be deemed to have made constitute an Investment constituting by the Company or a Restricted Payment pursuant to Section 4.08 for all purposes Subsidiary therein at the date of this Indenture designation in an amount equal to the greater fair market value of the Company’s or its Restricted Subsidiary’s (as applicable) investment therein and such Investment must at such time be permitted under Section 7.03(j). ​ (b) At any time after the Closing2021 Refinancing Amendment Effective Date and upon written notice to the Administrative Agent, the Company may re-designate any Unrestricted Subsidiary as a “Restricted Subsidiary”; provided that (i) the net book value of the Parent Guarantor’s interest no Subsidiary holding or owning Equity Interests in such re-designated Restricted Subsidiary calculated in accordance with IFRS or shall be an Unrestricted Subsidiary (unless also being re-designated at such time), (ii) both before and after giving effect to such designation, no Event of Default shall have occurred and be continuing and (iii) after giving effect to such designation, the Fair Market Value Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the Parent Guarantor’s interest covenants in Section 7.11 as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such Subsidiary. (c) delivery, as of the date of the financial statements described in Section 5.05(b)). The Parent Guarantor’s board re-designation of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: shall constitute (i) no Default or Event of Default has occurred and is continuing the incurrence at the time of designation of any Investment, Indebtedness or will occur Liens of such re-designated Restricted Subsidiary existing at such time and be continuing after giving effect to such designation; and (ii) a return on any Investment by the Company or other applicable Restricted Subsidiary in such re-designated Restricted Subsidiary in an amount equal to the fair market value at the date of such designation of the Company’s or its Restricted Subsidiary’s (xas applicable) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to Investment in such designation, in each case, on a pro forma basis taking into account such designation.re-designated Restricted Subsidiary. ​ (dc) Any designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall be deemed a representation and warranty by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution Company that each of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditionsrequirements in Section 2.14(a) or Section 2.14(b), and giving the effective date of such designationas applicable, are satisfied in all respects. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).​ ​ ​

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board of directors may designate any Subsidiary (other than Matel Holdings, the Company or Invitel but including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (i) no Default has occurred and is continuing at the time of or after giving effect to such designation.; (bii) the Issuer would be permitted to make an Investment (other than a Permitted Investment) at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.07(b) in an amount equal to the Fair Market Value of the Issuer’s interest in such Subsidiary; (iii) the Company would be permitted under this Indenture to incur €1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.06 at the time of such designation (assuming the effectiveness of such designation); (iv) neither the Issuer nor any Restricted Subsidiary of the Issuer has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless the terms of such contract, arrangement, understanding or obligation are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer or of any Restricted Subsidiary of the Issuer; (v) such Subsidiary does not own any Capital Stock, Redeemable Capital Stock or Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, the Issuer or any other Restricted Subsidiary of the Issuer; (vi) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any of the Issuer’s Debt or Debt of any Restricted Subsidiary of the Issuer, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; (vii) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Issuer and its Subsidiaries; and (viii) such Subsidiary is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation to: (A) subscribe for additional Capital Stock of such Person; or (B) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results. In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor shall Issuer will be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 4.07 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent GuarantorIssuer’s interest in such Subsidiary. (b) Neither the Issuer nor any Restricted Subsidiary of the Issuer shall at any time: (i) provide a guarantee of, or similar credit support to, any Debt of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Debt), except to the extent permitted under Sections 4.06, 4.07 and 4.09; provided that the Issuer may pledge Capital Stock or Debt of any Unrestricted Subsidiary on a nonrecourse basis as long as the pledgee has no claim whatsoever against the Issuer other than to obtain such pledged property; (ii) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Sections 4.07 and 4.09; or (iii) be directly or indirectly liable for any other Debt that provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary). (c) The Parent GuarantorIssuer’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary of the Issuer if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) unless such redesignated Subsidiary shall not have any Debt outstanding (x) other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, and after giving pro forma effect to the Parent Guarantor incurrence of any such Debt of such redesignated Subsidiary as if such Debt was incurred on the date of the redesignation, the Company could Incur at least incur €1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to 4.06. Any such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board of directors in accordance with this Section 4.17 shall will be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board of directors At any time after the Closing Date, upon written notice to Agent (which written notice shall contain a certification as to the matters set forth in this clause (a)), a Borrower Agent may designate any Restricted Subsidiary of Parent (including newly acquired along with all Subsidiaries of such Restricted Subsidiary, but in each case, excluding any Borrower and any direct or newly established Subsidiariesindirect parent of a Borrower) to be as an “Unrestricted Subsidiary” only if no Default has occurred ”; provided that (i) both before and is continuing at the time of or after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Investment in such Unrestricted Subsidiary must be permitted at such time under Section 10.2.4(e) (with the amount of such Investment being deemed to be the fair market value of the net assets of such Subsidiary at the time such Subsidiary is designated an Unrestricted Subsidiary (or, with respect to any such Subsidiary that is not a Wholly Owned Subsidiary, the percentage of such fair market value of the net assets that is equal to the percentage ownership of the Equity Interests held by Parent or a Restricted Subsidiary) by Parent or a Restricted Subsidiary therein at the time such Subsidiary is designated an Unrestricted Subsidiary), (iii) once designated as an Unrestricted Subsidiary, a Borrower Agent may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.6(b), but, thereafter, such Borrower Agent shall not re- designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.6(a), and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a borrower or guarantor under the Term Loan Agreement or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.6(a). (b) In At any time after the event of Closing Date and upon written notice to Agent, a Borrower Agent may re-designate any designation of a Unrestricted Subsidiary as a “Restricted Subsidiary”; provided that (i) no Subsidiary holding or owning Equity Interests in such re-designated Restricted Subsidiary shall be an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (iunless also being re-designated at such time) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or and (ii) the Fair Market Value both before and after giving effect to such designation, no Event of the Parent Guarantor’s interest in such Subsidiary. (c) Default shall have occurred and be continuing. The Parent Guarantor’s board re-designation of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: shall constitute (i) no Default or Event of Default has occurred and is continuing the incurrence at the time of designation of any Investment, Indebtedness or will occur Liens of such re-designated Restricted Subsidiary existing at such time and be continuing after giving effect to such designation; and (ii) a return on any Investment by Parent or the applicable Restricted Subsidiary in such re-designated Restricted Subsidiary in an amount equal to the fair market value at the date of such designation of the applicable Borrower’s or its Restricted Subsidiary’s (xas applicable) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to Investment in such designation, in each case, on a pro forma basis taking into account such designationre-designated Restricted Subsidiary. (dc) Any designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee deemed a representation and warranty by filing a resolution Borrowers that each of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditionsrequirements in Section 2.6(a) or Section 2.6(b), and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end as applicable, are satisfied in all respects. (d) As of the Parent Guarantor’s fiscal quarter in which such designation is made (orClosing Date, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)Subsidiaries listed on Schedule 2.6 are Unrestricted Subsidiaries.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board of directors At any time after the Closing Date, upon written notice to Agent (which written notice shall contain a certification as to the matters set forth in this clause (a)), a Borrower Agent may designate any Restricted Subsidiary of Parent (including newly acquired along with all Subsidiaries of such Restricted Subsidiary, but in each case, excluding any Borrower and any direct or newly established Subsidiariesindirect parent of a Borrower) to be as an “Unrestricted Subsidiary” only if no Default has occurred ”; provided that (i) both before and is continuing at the time of or after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Investment in such Unrestricted Subsidiary must be permitted at such time under Section 10.2.4(e) (with the amount of such Investment being deemed to be the fair market value of the net assets of such Subsidiary at the time such Subsidiary is designated an Unrestricted Subsidiary (or, with respect to any such Subsidiary that is not a Wholly Owned Subsidiary, the percentage of such fair market value of the net assets that is equal to the percentage ownership of the Equity Interests held by Parent or a Restricted Subsidiary) by Parent or a Restricted Subsidiary therein at the time such Subsidiary is designated an Unrestricted Subsidiary), (iii) once designated as an Unrestricted Subsidiary, a Borrower Agent may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.6(b), but, thereafter, such Borrower Agent shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.6(a), and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a borrower or guarantor under the Term Loan Agreement or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.6(a). (b) In At any time after the event of Closing Date and upon written notice to Agent, a Borrower Agent may re-designate any designation of a Unrestricted Subsidiary as a “Restricted Subsidiary”; provided that (i) no Subsidiary holding or owning Equity Interests in such re-designated Restricted Subsidiary shall be an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (iunless also being re-designated at such time) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or and (ii) the Fair Market Value both before and after giving effect to such designation, no Event of the Parent Guarantor’s interest in such Subsidiary. (c) Default shall have occurred and be continuing. The Parent Guarantor’s board re-designation of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: shall constitute (i) no Default or Event of Default has occurred and is continuing the incurrence at the time of designation of any Investment, Indebtedness or will occur Liens of such re-designated Restricted Subsidiary existing at such time and be continuing after giving effect to such designation; and (ii) a return on any Investment by Parent or the applicable Restricted Subsidiary in such re-designated Restricted Subsidiary in an amount equal to the fair market value at the date of such designation of the applicable Borrower’s or its Restricted Subsidiary’s (xas applicable) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to Investment in such designation, in each case, on a pro forma basis taking into account such designationre-designated Restricted Subsidiary. (dc) Any designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee deemed a representation and warranty by filing a resolution Borrowers that each of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditionsrequirements in Section 2.6(a) or Section 2.6(b), and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end as applicable, are satisfied in all respects. (d) As of the Parent Guarantor’s fiscal quarter in which such designation is made (orClosing Date, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)Subsidiaries listed on Schedule 2.6 are Unrestricted Subsidiaries.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorIssuer’s board of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) to be an “Unrestricted Subsidiary” only if if: (i) no Default has occurred and is continuing at the time of or after giving effect to such designation; (ii) the Issuer would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.08(b) or as a Permitted Investment in an amount equal to the Fair Market Value of the Issuer’s interest in such Subsidiary (excluding any investment therein that constituted a Restricted Payment when made); and (iii) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless the terms of such contract, arrangement, understanding or obligation comply with Section 4.10 had such Subsidiary been an Unrestricted Subsidiary at the entering into or incurring the same. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such designation, the Parent Guarantor Issuer shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 or a Permitted Investment for all purposes of this Indenture in an amount equal to the greater of (i) the net book value Fair Market Value of the Parent GuarantorIssuer’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiaryexcluding any investment therein that constituted a Restricted Payment when made). (c) Neither the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the extent permitted under Sections 4.08 and 4.10. (d) The Parent GuarantorIssuer’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (i) no Default or Event of Default has occurred and is continuing at the time of or will occur and be continuing after giving effect to such designation; and (ii) unless such redesignated Subsidiary shall not have any Debt outstanding (x) the Parent Guarantor could Incur at least €1.00 of additional other than Debt (pursuant to Section 4.06(athat would be Permitted Debt)) or (y) the Fixed Charge Coverage Ratio would not be less than it was , immediately prior to before and after giving effect to such proposed designation, in each case, on a and after giving pro forma basis taking into account effect to the Incurrence of any such designationDebt of such redesignated Subsidiary as if such Debt was Incurred on the date of the redesignation, such Debt could be incurred pursuant to Section 4.06. (de) Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorIssuer’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent GuarantorIssuer’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent GuarantorIssuer’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent GuarantorIssuer’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent Guarantor’s board Board of directors Directors of the Company may designate any Restricted Subsidiary (including newly acquired or newly established Subsidiaries) of the Company to be an “Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary” only if no Default has occurred , the aggregate Fair Market Value of all outstanding Investments owned by the Company and is continuing at its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or after giving effect to such designationunder one or more clauses of the definition of “Permitted Investments,” as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) In the event of any Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall will be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal evidenced to the greater Trustee by filing with the Trustee a certified copy of (i) the net book value a resolution of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value Board of Directors of the Parent Guarantor’s interest in Company giving effect to such Subsidiary. (c) designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. The Parent Guarantor’s board Board of directors Directors of the Company may at any time designate any Unrestricted Subsidiary as to be a Restricted Subsidiary if: of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (ii) no Default or Event of Default has occurred and is continuing at the time of or will would occur and be continuing after giving effect to such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account following such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a1) The Parent Guarantor’s Issuer's board of directors may designate any Subsidiary (including newly acquired or newly established Subsidiaries) (other than a Subsidiary Guarantor) to be an “"Unrestricted Subsidiary” " only if if: (a) no Default default has occurred and is continuing at the time of or after giving effect to such designation; (b) the Issuer would be permitted to make an Investment (other than a Permitted Investment) at the time of designation (assuming the effectiveness of such designation) pursuant to the first paragraph of Section 4.10 (Limitation on Restricted Payments) in an amount equal to the greater of (i) the net book value of the Issuer's interest in such Subsidiary calculated in accordance with GAAP or (ii) the Fair Market Value of the Issuer's interest in such Subsidiary as determined in good faith by the Issuer's board of directors; (c) the Issuer would be permitted under this Indenture to incur $1.00 of additional Debt (other than Permitted Debt) pursuant Section 4.09 (Limitation on Debt) at the time of such designation (assuming the effectiveness of such designation); (d) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless the terms of such contract, arrangement, understanding or obligation are no less favourable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer or any Restricted Subsidiary; (e) such Unrestricted Subsidiary does not own any Capital Stock, Redeemable Stock or Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, the Issuer or any other Restricted Subsidiary; (f) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any of the Issuer's Debt or Debt of any Restricted Subsidiary, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; (g) such Unrestricted Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Issuer and its Subsidiaries; and (h) such Unrestricted Subsidiary is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation to: (i) subscribe for additional Capital Stock of such Person or (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results. (b2) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17such Designation, the Parent Guarantor Issuer shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 4.10 (Limitation on Restricted Payments) for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s Issuer's interest in such Subsidiary calculated in accordance with IFRS GAAP or (ii) the Fair Market Value of the Parent Guarantor’s Issuer's interest in such Subsidiary as determined in good faith by the Issuer's board of directors. (3) Neither the Issuer nor any Restricted Subsidiary shall at any time: (a) provide a guarantee of, or similar credit support to, any Debt of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Debt); provided that the Issuer may pledge Capital Stock or Debt of any Unrestricted Subsidiary on a nonrecourse basis as long as the pledgee has no claim whatsoever against the Issuer other than to obtain such pledged property, except to the extent permitted under Section 4.10 (Limitation on Restricted Payments) and Section 4.12 (Limitation on Transactions with Affiliates), (b) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary., except to the extent permitted under Section 4.10 (Limitation on Restricted Payments) and Section 4.12 (Limitation on Transactions with Affiliates), or (c) be directly or indirectly liable for any other Debt that provides that the Holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary). (4) The Parent Guarantor’s Issuer's board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (ia) no Default or Event of Default has occurred and sand is continuing at the time of or will shall occur and be continuing after giving effect to such designation; and (iib) unless such redesignated Subsidiary shall not have any Debt outstanding (x) other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, and after giving pro forma effect to the Parent Guarantor incurrence of any such Debt of such redesignated Subsidiary as if such Debt was incurred on the date of the redesignation, the issuer could Incur at least €incur $1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.06(a4.09 (Limitation on Debt)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to . Any such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent Guarantor’s Issuer's board of directors in accordance with this Section 4.17 shall be evidenced to the Trustee by filing a board resolution of the Parent Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s Officers' Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee trustee must occur within 45 days after the end of the Parent Guarantor’s Issuer's fiscal quarter in which such designation is it made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s Issuer's fiscal year, within 90 days after the end of such fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Parent GuarantorBorrower’s board Board of directors Directors may designate any Subsidiary of Parent (including newly acquired or newly established SubsidiariesSubsidiaries and excluding Borrower) to be an “Unrestricted Subsidiary,” only if no Default has occurred and is continuing at the time of or after giving effect to such designation. (b) In the event of any designation of a Subsidiary as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary ifprovided that: (i) no Default or Event of Default has occurred and is continuing at the time of or after giving effect to such designation; (ii) Borrower would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 6.2 in an amount equal to the Fair Market Value of Borrower’s or Nord Anglia UK’s interest in such Subsidiary; (iii) such Subsidiary does not own any Capital Stock, Redeemable Capital Stock or Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, Borrower or any other Restricted Subsidiary; (iv) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other obligation that, if in default, would result (with the passage of time or giving of notice or otherwise) in a default on any of Borrower’s Debt or Debt of Parent or any Restricted Subsidiary; (v) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the businesses of the Subsidiaries of Parent; (vi) such Subsidiary is a Person with respect to which Parent, Borrower or any Restricted Subsidiary does not have any direct or indirect obligation to: (A) subscribe for additional Capital Stock of such Person; or (B) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (vii) none of Parent, Borrower or any Restricted Subsidiary directly or indirectly guarantees, is liable for or provides credit support for the Debt of such Subsidiary; and (viii) Borrower shall be in compliance with the Financial Covenant on a Pro Forma Basis (whether or not then in effect) after giving effect to such designation as of the last day of the Fiscal Quarter most recently ended (as determined in accordance with Section 6.18). (b) In the event of any such designation, Borrower or Nord Anglia UK will be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 6.2 for all purposes of this Agreement in an amount equal to the Fair Market Value of Borrower’s or Nord Anglia UK’s interest in such Subsidiary. Notwithstanding anything to the contrary herein, no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Material Debt. (c) Borrower’s Board of Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary, provided that: (i) no Default or Event of Default has occurred and is continuing at the time of, or will occur and be continuing after giving effect to, such designation; (ii) such designated Unrestricted Subsidiary will not have any Debt outstanding (other than Debt that would be Permitted Debt), immediately before and after giving effect to such proposed designation, or after giving effect to the Incurrence of any such Debt of such designated Unrestricted Subsidiary on a Pro Forma Basis as if such Debt was Incurred on the date of its designation as a Restricted Subsidiary, the Total Net Leverage Ratio for the four full Fiscal Quarters for which internal financial statements are available immediately preceding the Incurrence of such Debt, taken as one period, would be less than or equal to 4.50:1.00; and (iiiii) (x) any Lien on the Parent Guarantor could Incur property of such Unrestricted Subsidiary at least €1.00 the time of additional Debt (pursuant such designation which will be deemed to have been incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation6.5. (d) Any such designation of a Subsidiary as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent GuarantorBorrower’s board Board of directors in accordance with this Section 4.17 shall Directors will be evidenced to the Trustee Administrative Agents by filing a resolution of the Parent GuarantorBorrower’s board Board of directors Directors with the Trustee Administrative Agents giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Trustee Administrative Agents must occur within 45 days after the end of the Parent GuarantorParent’s fiscal quarter Fiscal Quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter Fiscal Quarter of the Parent GuarantorParent’s fiscal yearFiscal Year, within 90 days after the end of such fiscal yearFiscal Year). (e) If a member of the Restricted Group (other than Borrower) is designated as an Unrestricted Subsidiary, each Credit Party will (i) ensure that the Unrestricted Subsidiary does not (and will, for so long as it is an Unrestricted Subsidiary, not) legally or beneficially own shares in any Restricted Subsidiary; and (ii) use its commercially reasonable efforts to ensure that no member of the Restricted Group has any material liabilities (including pension, environmental and Tax liabilities) to or in respect of the Unrestricted Subsidiary and if any such material liability arises Borrower will promptly notify Administrative Agents and procure that the Unrestricted Subsidiary becomes a Restricted Subsidiary to the extent required pursuant to this Section 6.11 as soon as reasonably practicable and in any event within 20 Business Days of the first date on which Borrower is aware of the material liability.

Designation of Unrestricted and Restricted Subsidiaries. (a) The On or after the Escrow Release Date, the Board of Directors of Parent Guarantor’s board of directors may designate any Restricted Subsidiary of Parent (including newly acquired or newly established Subsidiariesother than the Issuers) to be an “Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of Parent is designated as an Unrestricted Subsidiary” only if no Default has occurred , the aggregate Fair Market Value of all outstanding Investments owned by Parent and is continuing at its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 or after giving effect to such designationunder one or more clauses of the definition of “Permitted Investments,” as determined by Parent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) In the event of any Any designation of a Subsidiary of Parent as an Unrestricted Subsidiary in accordance with this Section 4.17, the Parent Guarantor shall will be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.08 for all purposes of this Indenture in an amount equal evidenced to the greater Trustee by filing with the Trustee a certified copy of (i) a Board Resolution of Parent giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the net book value preceding conditions and was permitted by Section 4.07. The Board of the Directors of Parent Guarantor’s interest in such Subsidiary calculated in accordance with IFRS or (ii) the Fair Market Value of the Parent Guarantor’s interest in such Subsidiary. (c) The Parent Guarantor’s board of directors may at any time designate any Unrestricted Subsidiary as to be a Restricted Subsidiary if: of Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i) such Indebtedness is permitted under Sections 4.09 and 4.12, in each case calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period in which such designation is made; and (ii) no Default or Event of Default has occurred and is continuing at the time of or will would occur and be continuing after giving effect to following such designation; and (ii) (x) the Parent Guarantor could Incur at least €1.00 of additional Debt (pursuant to Section 4.06(a)) or (y) the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to . Any such designation, in each case, on a pro forma basis taking into account such designation. (d) Any designation of a Subsidiary as an Unrestricted Subsidiary or to a Restricted Subsidiary by the Parent Guarantor’s board of directors in accordance with this Section 4.17 shall will be evidenced to the Trustee by filing a resolution of the Parent Guarantor’s board of directors with the Trustee a certified copy of a Board Resolution of Parent giving effect to such designation and an Officer’s Officers’ Certificate certifying that such designation complies complied with the foregoing conditions, preceding conditions and giving the effective date of such designation. Any such filing with the Trustee must occur within 45 days after the end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days after the end of such fiscal year)was permitted by Section 4.07 and Section 4.09.