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

Designation of Unrestricted and Restricted Subsidiaries. The Company may, at any time after the Closing Date and upon written notice to the Administrative Agent: (i) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided that: (A) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants in Section 7.12, immediately before and immediately after giving effect to such designation; (C) at the time of such designation, the aggregate amount of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time of such designation) are permitted under subsections (h) or (i) of Section 7.02 (or a combination of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsections; (D) the Available Liquidity is not less than $150,000,000 at the time of and immediately after giving effect to any such designation; and (E) no Foreign Subsidiary may be so designated unless each of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (A) through (D) of this Section 2.19(b)(i); and (ii) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as (A) no Default shall have occurred and be continuing at the time of such re-designation or would result therefrom, (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designation, (C) if such Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (as if such Subsidiary were a new Subsidiary) have been taken and (D) at the time of such designation all Indebtedness of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.02. Any Foreign Subsidiary that is not designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause (b)(i) or (b)(ii) of this Section, as applicable, are satisfied in all respects and (y) with respect to any designation of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documents.

Designation of Unrestricted and Restricted Subsidiaries. The Company Borrower may, at any time after the Closing Date and upon written notice to the Administrative Agent: (ia) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided that: (Ai) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company Borrower or any of its Restricted Subsidiaries; (Bii) the Company Borrower and its Restricted Subsidiaries are in pro forma compliance with each of the covenants in Section 7.12, immediately before and immediately after giving effect to such designation; (Ciii) at the time of such designation, the aggregate amount of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time of such designation) are permitted under subsections (h) or (i) of Section 7.02 (or a combination of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsections; (D) the Available Liquidity is not less than $150,000,000 at the time of and immediately after giving pro forma effect to any such designationdesignation (1) the Borrower and its Restricted Subsidiaries are in compliance with each of the covenants set forth in Section 7.12 and (2) the Consolidated Net Leverage Ratio is not greater than 3.50 to 1.00; and (Eiv) no Foreign Subsidiary may be so designated unless each of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (Ai) through (Diii) of this Section 2.19(b)(i2.18(a); and (iib) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as (Ai) no Default shall have occurred and be continuing at the time of such re-designation or would result therefrom, (Bii) the Company Borrower and its Restricted Subsidiaries are in pro forma compliance with each of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designation, (C) if such Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (as if such Subsidiary were a new Subsidiary) have been taken designation and (Diii) at the time of such designation all Indebtedness of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.027.03. Any Foreign Subsidiary that is not designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company Borrower that each of the requirements in clause (b)(ia) or (b)(iib) of this Section, as applicable, are satisfied in all respects and (y) with respect to any designation of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documents.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Board of Directors of the Company may, at or the Issuer may designate any time after subsidiary of the Closing Date Company (including any existing subsidiary and upon written notice any newly formed or newly acquired subsidiary but excluding the Issuer) to the Administrative Agentbe an Unrestricted Subsidiary only if: (i1) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided that: (A) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants in Section 7.12, immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; (C2) on the date such subsidiary is 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 such designation; and (3) on the date such subsidiary is designated an Unrestricted Subsidiary, the aggregate amount of all Investments in such Foreign Subsidiaries subsidiary is not a “restricted subsidiary” or a “guarantor” (measured at the fair market value thereof at the time of such or any similar designation) are permitted under subsections (hA) or the Amended Credit Agreements, (iB) of Section 7.02 the Issuer’s 5.500% Senior Notes due 2027 (or a combination of both such subsections)C) the Issuer’s 6.125% Senior Notes due 2028, it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsections; (D) the Available Liquidity is not less than Issuer’s 4.125% Senior Notes due 2029 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 $150,000,000 150 million in aggregate principal amount. (b) Any designation by the Board of Directors of the Company or the Issuer in accordance with Section 4.8(a) shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company or the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions 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 time Amended Credit Agreements, (B) the Issuer’s 5.500% Senior Notes due 2027, (C) the Issuer’s 6.125% Senior Notes due 2028, (D) the Issuer’s 4.125% Senior Notes due 2029 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 any Indebtedness of such subsidiary shall be deemed to be Incurred as of such date. (c) The Board of Directors of the Company or the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to any such designation; and (E) , no Foreign Subsidiary may be so designated unless each Default or Event of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (A) through (D) of this Section 2.19(b)(i); and (ii) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as (A) no Default shall have occurred and be continuing at the time of such re-designation or would result therefrom, occur as a consequence thereof. (Bd) the Company and its Restricted Subsidiaries are in pro forma compliance with each As of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designationIssue Date, (C) if such Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (as if such Subsidiary were a new Subsidiary) have been taken and (D) at the time of such designation all Indebtedness of such Subsidiary there shall be permitted pursuant to one or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.02. Any Foreign Subsidiary that is not designated as an no Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Subsidiaries. (e) Any designation of a Foreign Subsidiary Person as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause (b)(i) or (b)(ii) violation of this Section, as applicable, are satisfied in all respects Section 4.8 shall be null and (y) with respect to any designation of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documentsvoid.

Designation of Unrestricted and Restricted Subsidiaries. (a) The Board of Directors of the Company may, at or Issuer may designate any time after subsidiary of the Closing Date Company (including any existing subsidiary and upon written notice any newly formed or newly acquired subsidiary but excluding the Issuer) to the Administrative Agentbe an Unrestricted Subsidiary only if: (i1) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided that: (A) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants in Section 7.12, immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; (C2) on the date such subsidiary is 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 such designation; and (3) on the date such subsidiary is designated an Unrestricted Subsidiary, such subsidiary is not 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 $500,000,000 aggregate principal amount of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time of such designation) are permitted under subsections (h) 6.125% Senior Notes due 2028 or (i) of Section 7.02 (or a combination of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsections; (D) any other Indebtedness pursuant to which the Available Liquidity is not less than lender has recourse to any of the assets of the Company, the Issuer or any of its Restricted Subsidiaries, that exceeds $150,000,000 150 million in aggregate principal amount. (b) Any designation by the Board of Directors of the Company or the Issuer in accordance with Section 4.8(a) shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company or the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions 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 time Revolving Credit Agreement, (B) the Issuer’s 6.75% Senior Notes due 2024 and 7.00% Senior Notes due 2026, (C) the Issuer’s $500,000,000 aggregate principal amount of 6.125% Senior Notes due 2028 or (D) 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 any Indebtedness of such subsidiary shall be deemed to be Incurred as of such date. (c) The Board of Directors of the Company or the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to any such designation; and (E) , no Foreign Subsidiary may be so designated unless each Default or Event of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (A) through (D) of this Section 2.19(b)(i); and (ii) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as (A) no Default shall have occurred and be continuing at the time of such re-designation or would result therefrom, occur as a consequence thereof. (Bd) the Company and its Restricted Subsidiaries are in pro forma compliance with each As of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designationIssue Date, (C) if such Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (as if such Subsidiary were a new Subsidiary) have been taken and (D) at the time of such designation all Indebtedness of such Subsidiary there shall be permitted pursuant to one or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.02. Any Foreign Subsidiary that is not designated as an no Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Subsidiaries. (e) Any designation of a Foreign Subsidiary Person as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause (b)(i) or (b)(ii) violation of this Section, as applicable, are satisfied in all respects Section 4.8 shall be null and (y) with respect to any designation of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documentsvoid.

Designation of Unrestricted and Restricted Subsidiaries. (a) 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 (along with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both immediately before and immediately 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 7.02(f) or (i) (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), (iii) 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), (iv) 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 (unless, in the case of a Subsidiary Guarantor, concurrently with such designation it ceases to be a Subsidiary Guarantor) or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.18(a), (v) after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 7.11, such compliance to be determined on the basis of financial information for the fiscal period most recently ended for which financial information is available and calculated in accordance with Section 1.07, and (vi) the Company and its Restricted Subsidiaries (excluding the proposed Unrestricted Subsidiary) shall at the time of the designation represent, on a consolidated basis (and without taking into account the assets or revenues of any Unrestricted Subsidiary (including the proposed Unrestricted Subsidiary) or the value of any Investment therein) at least 90% of the Consolidated Total Assets and 90% of the consolidated total revenues of the Company and its Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary on or 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 Company may, or a Restricted Subsidiary therein at the date of designation. (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) designate any Foreign no Subsidiary as holding or owning Equity Interests in such re-designated Restricted Subsidiary shall be an Unrestricted Subsidiary; provided that: Subsidiary (Aunless also being re-designated at such time) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; and (Bii) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants in Section 7.12, immediately both before and immediately after giving effect to such designation; (C) at the time , no Event of such designation, the aggregate amount Default shall have occurred and be continuing. The re-designation of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time of such designation) are permitted under subsections (h) or (i) of Section 7.02 (or a combination of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsections; (D) the Available Liquidity is not less than $150,000,000 at the time of and immediately after giving effect to any such designation; and (E) no Foreign Subsidiary may be so designated unless each of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (A) through (D) of this Section 2.19(b)(i); and (ii) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as shall constitute (Ai) no Default shall have occurred and be continuing the incurrence at the time of such re-designation of any Investment, Indebtedness or would result therefrom, (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each Liens of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designation, designated Restricted Subsidiary existing at such time and (Cii) if a return on any Investment by the Company or other applicable Restricted Subsidiary in such re-designated Restricted Subsidiary is a Material Subsidiary and not in an Excluded amount equal to the fair market value at the date of such re-designation of the Company’s or its Restricted Subsidiary, all actions required in Section 6.14 ’s (as if applicable) Investment in such Subsidiary were a new re-designated Restricted Subsidiary. (c) have been taken and (D) at the time of such designation all Indebtedness of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.02. Any Foreign Subsidiary that is not designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause (b)(iSection 2.18(a) or (b)(ii) of this SectionSection 2.18(b), as applicable, are satisfied in all respects and respects. (yd) with respect The Unrestricted Subsidiaries as of the Closing Date are set forth on Schedule 2.18. (e) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in no event shall (i) any Subsidiary be designated as an Unrestricted Subsidiary if it, or if any of its Subsidiaries, owns or holds (including by way of an exclusive license or otherwise) any intellectual property or any other assets material to any designation of an Loan Party’s business or (ii) (A) any Unrestricted Subsidiary, also serve as an effective designation of each or any of its Subsidiaries as Subsidiaries, own or hold (including by way of an exclusive license or otherwise) or (B) the Company or any Restricted Subsidiary transfer (including by way of an exclusive license or otherwise) to any Unrestricted Subsidiaries for purposes Subsidiary, or any of this Agreement and the its Subsidiaries, any material intellectual property or any other assets material to any Loan DocumentsParty’s business.

Designation of Unrestricted and Restricted Subsidiaries. The Company may, at any time after the Closing Effective Date and upon written notice to the Administrative Agent: (ia) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided provided, that: (Ai) [reserved]; CHAR1\1718846v5 (ii) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (Biii) both at the time of and immediately after giving pro forma effect to such designation (A) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants set forth in Section 7.12, immediately before 7.12 and immediately after giving effect to such designation; (C) at the time of such designation, the aggregate amount of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time of such designation) are permitted under subsections (h) or (i) of Section 7.02 (or a combination of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsections; (DB) the Available Liquidity Consolidated Net Leverage Ratio is not less greater than $150,000,000 at the time of and immediately after giving effect 3.50 to any such designation1.00; and (Eiv) no Foreign Subsidiary may be so designated unless each of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (ASection 2.18(a)(i) through (D) of this Section 2.19(b)(iiii); and (iib) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as (Ai) no Default shall have occurred and be continuing at the time of such re-designation or would result therefrom, (Bii) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designation, (C) if such Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (as if such Subsidiary were a new Subsidiary) have been taken designation and (Diii) at the time of such designation all Indebtedness of such Subsidiary shall be permitted pursuant to one (1) or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.027.03. Any Foreign Subsidiary that is not designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause Section 2.18(a) and (b)(i) or (b)(ii) of this Sectionb), as applicable, are satisfied in all respects and (y) with respect to any designation of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documents.

Designation of Unrestricted and Restricted Subsidiaries. 8.1 The Company may, at Company’s Board of Directors may designate any time after the Closing Date and upon written notice Subsidiary (including newly acquired or newly established Subsidiaries) to the Administrative Agentbe an “Unrestricted Subsidiary” only if: (ia) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided that: (A) such Foreign Subsidiary no Default has no Indebtedness that occurred and is recourse to, Guaranteed by, continuing at the time of or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants in Section 7.12, immediately before and immediately after giving effect to such designation; (Cb) the Company would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 2 (Limitation on Restricted Payments) 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; (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 of Section 1 (Limitation on Debt) at the time of such designation (assuming the effectiveness of such designation); (d) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary unless the aggregate amount terms of all Investments in such Foreign Subsidiaries (measured at contract, arrangement, understanding or obligation are no less favorable to the fair market value thereof Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of such designation) are permitted under subsections (h) the Company or (i) of Section 7.02 (or a combination of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsectionsany Restricted Subsidiary; (De) 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 Available Liquidity Company or any other Restricted Subsidiary; (f) such Subsidiary is not less than $150,000,000 at the time of and immediately after giving effect 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; (g) such designationSubsidiary, 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 (Eh) no Foreign such Subsidiary may be so designated unless each 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 its direct and indirect Subsidiaries satisfies each of the requirements in clauses (A) through (D) of this Section 2.19(b)(i)such Person; andor (ii) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results. 8.2 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. 8.3 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). 8.4 The Company’s Board of Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as Subsidiary: (Aa) if no Default shall have or Event of Default has occurred and be is continuing at the time of of, or shall occur and be continuing after giving effect to, such re-designation or designation; and (b) unless such designated Unrestricted Subsidiary shall not have any Debt outstanding (other than Debt that would result therefrombe Permitted Debt), (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-proposed designation, (C) if and after giving pro forma effect to the Incurrence of any such Debt of such designated Unrestricted Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (as if such Subsidiary were Debt was Incurred on the date of its designation as a new Restricted Subsidiary) have been taken and , the Company could Incur at least €1.00 of additional Debt pursuant to the ratio set forth in paragraph 1.1 of Section 1 (D) at the time of Limitation on Debt). 8.5 Any such designation all Indebtedness of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.02. Any Foreign Subsidiary that is not designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each Company’s Board of Directors shall be evidenced to the Agent by filing a resolution of the requirements Company’s Board of Directors with the Agent giving effect to such designation and an Officers’ Certificate certifying that such designation complies with the foregoing conditions, and giving the effective date of such designation. Any such filing with the Agent must occur within 45 days after the end of the Company’s fiscal quarter in clause which such designation is made (b)(i) or (b)(ii) or, in the case of this Sectiona designation made during the last fiscal quarter of the Company’s fiscal year, as applicable, are satisfied in all respects and (y) with respect to any designation within 90 days after the end of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documentssuch fiscal year).

Designation of Unrestricted and Restricted Subsidiaries. (a) The Board of Directors of the Company may, at may designate any time after subsidiary of the Closing Date Company (including any existing subsidiary and upon written notice any newly formed or newly acquired subsidiary but excluding the Issuer) to the Administrative Agentbe an Unrestricted Subsidiary only if: (i1) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided that: (A) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants in Section 7.12, immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; (C2) on the date such subsidiary is 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 such designation; and (3) on the date such subsidiary is designated an Unrestricted Subsidiary, such subsidiary is not 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 or (C) 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 $100 million in aggregate amount principal amount. (b) Any designation by the Board of all Investments Directors of the Company in accordance with Section 4.8(a) shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving effect to such Foreign Subsidiaries designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions described in Section 4.8(a). If, at any time, any Unrestricted Subsidiary becomes a “restricted subsidiary” or a “guarantor” (measured at or any similar designation) under (A) the fair market value thereof at Revolving Credit Agreement, (B) the time Issuer’s 6.75% Senior Notes due 2024 and 7.00% Senior Notes due 2026 or (C) 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 $100 million in aggregate principal amount, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture, and any Indebtedness of such designationsubsidiary shall be deemed to be Incurred as of such date. (c) are permitted under subsections (h) or (i) The Board of Section 7.02 (or a combination Directors of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation Company may designate any Unrestricted Subsidiary to be a utilization of one or both such subsections; (D) the Available Liquidity is not less than $150,000,000 at the time of and Restricted Subsidiary; provided that immediately after giving effect to any such designation; and (E) , no Foreign Subsidiary may be so designated unless each Default or Event of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (A) through (D) of this Section 2.19(b)(i); and (ii) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as (A) no Default shall have occurred and be continuing at the time of such re-designation or would result therefrom, occur as a consequence thereof. (Bd) the Company and its Restricted Subsidiaries are in pro forma compliance with each As of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designationIssue Date, (C) if such Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (as if such Subsidiary were a new Subsidiary) have been taken and (D) at the time of such designation all Indebtedness of such Subsidiary there shall be permitted pursuant to one or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.02. Any Foreign Subsidiary that is not designated as an no Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Subsidiaries. (e) Any designation of a Foreign Subsidiary Person as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause (b)(i) or (b)(ii) violation of this Section, as applicable, are satisfied in all respects Section 4.8 shall be null and (y) with respect to any designation of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documentsvoid.

Designation of Unrestricted and Restricted Subsidiaries. (a) 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 (along with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both immediately before and immediately 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 7.02(f) or (i) (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), (iii) 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), (iv) 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 (unless, in the case of a Subsidiary Guarantor, concurrently with such designation it ceases to be a Subsidiary Guarantor) or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.18(a), (v) after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 7.11, such compliance to be determined on the basis of financial information for the fiscal period most recently ended for which financial information is available and calculated in accordance with Section 1.07, and (vi) the Company and its Restricted Subsidiaries (excluding the proposed Unrestricted Subsidiary) shall at the time of the designation represent, on a consolidated basis (and without taking into account the assets or revenues of any Unrestricted Subsidiary (including the proposed Unrestricted Subsidiary) or the value of any Investment therein) at least 90% of the Consolidated Total Assets and 90% of the consolidated total revenues of the Company and its Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary on or 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 Company may, or a Restricted Subsidiary therein at the date of designation. (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) designate any Foreign no Subsidiary as holding or owning Equity Interests in such re-designated Restricted Subsidiary shall be an Unrestricted Subsidiary; provided that: Subsidiary (Aunless also being re-designated at such time) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; and (Bii) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants in Section 7.12, immediately both before and immediately after giving effect to such designation; (C) at the time , no Event of such designation, the aggregate amount Default shall have occurred and be continuing. The re-designation of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time of such designation) are permitted under subsections (h) or (i) of Section 7.02 (or a combination of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsections; (D) the Available Liquidity is not less than $150,000,000 at the time of and immediately after giving effect to any such designation; and (E) no Foreign Subsidiary may be so designated unless each of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (A) through (D) of this Section 2.19(b)(i); and (ii) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as shall constitute (Ai) no Default shall have occurred and be continuing the incurrence at the time of such re-designation of any Investment, Indebtedness or would result therefrom, (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each Liens of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designation, designated Restricted Subsidiary existing at such time and (Cii) if a return on any Investment by the Company or other applicable Restricted Subsidiary in such re-designated Restricted Subsidiary is a Material Subsidiary and not in an Excluded amount equal to the fair market value at the date of such re-designation of the Company’s or its Restricted Subsidiary, all actions required in Section 6.14 ’s (as if applicable) Investment in such Subsidiary were a new re-designated Restricted Subsidiary. (c) have been taken and (D) at the time of such designation all Indebtedness of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.02. Any Foreign Subsidiary that is not designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause (b)(iSection 2.18(a) or (b)(ii) of this SectionSection 2.18(b), as applicable, are satisfied in all respects and respects. (yd) with respect to any designation of an The Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan DocumentsClosing Date are set forth on Schedule 2.18.

Designation of Unrestricted and Restricted Subsidiaries. The Company may, at any time after the Closing Restatement Effective Date and upon written notice to the Administrative Agent: (ia) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided provided, that: (Ai) such Foreign Subsidiary is not a Borrower; (ii) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (Biii) both at the time of and immediately after giving pro forma effect to such designation (A) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants set forth in Section 7.12, immediately before 7.12 and immediately after giving effect to such designation; (C) at the time of such designation, the aggregate amount of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time of such designation) are permitted under subsections (h) or (i) of Section 7.02 (or a combination of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsections; (DB) the Available Liquidity Consolidated Net Leverage Ratio is not less greater than $150,000,000 at the time of and immediately after giving effect 3.50 to any such designation1.00; and (Eiv) no Foreign Subsidiary may be so designated unless each of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (ASection 2.18(a)(i) through (D) of this Section 2.19(b)(iiii); and (iib) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as (Ai) no Default shall have occurred and be continuing at the time of such re-designation or would result therefrom, (Bii) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designation, (C) if such Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (as if such Subsidiary were a new Subsidiary) have been taken designation and (Diii) at the time of such designation all Indebtedness of such Subsidiary shall be permitted pursuant to one (1) or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.027.03. Any Foreign Subsidiary that is not designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause Section 2.18(a) and (b)(i) or (b)(ii) of this Sectionb), as applicable, are satisfied in all respects and (y) with respect to any designation of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documents.

Designation of Unrestricted and Restricted Subsidiaries. The Company may, at any time after the Closing Date and upon written notice to the Administrative Agent: (i) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided that: (A) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants in Section 7.12, immediately before and immediately after giving effect to such designation; (C) at the time of such designation, the aggregate amount of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time of such designation) are permitted under subsections (h) or (i) of Section 7.02 (or a combination of both such subsections7.02(h), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsectionsSection 7.02(h); (D) the Available Liquidity is not less than $150,000,000 both at the time of and immediately after giving pro forma effect to any such designationdesignation (1) the Company and its Restricted Subsidiaries are in compliance with each of the covenants set forth in Section 7.12 and (2) the Consolidated Net Leverage Ratio is not greater than 3.50 to 1.00; and (E) no Foreign Subsidiary may be so designated unless each of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (A) through (D) of this Section 2.19(b)(i2.18(b)(i); and (ii) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as (A) no Default shall have occurred and be continuing at the time of such re-designation or would result therefrom, (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designation, (C) if such Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (if then applicable and within the timeframe provided therein) (as if such Subsidiary were a new Subsidiary) have been taken and (D) at the time of such designation all Indebtedness of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.02. Any Foreign Subsidiary that is not designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause (b)(i) or (b)(ii) of this Section, as applicable, are satisfied in all respects and (y) with respect to any designation of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documents.

Designation of Unrestricted and Restricted Subsidiaries. (a) 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 Company may designate any Restricted Subsidiary of the Company (along with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both before and 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 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 most recent financial statements provided pursuant to Section 4.01(a)(ix), with the required financial covenant levels being deemed for such purpose to be the first testing levels pursuant to Section 7.11), (iii) the Investment in such Unrestricted Subsidiary must be permitted at such time under Section 7.03 (with the amount of such Investment being deemed to be the fair market value of the net assets of such Subsidiary as reasonably determined by the Company at the time such Subsidiary is designated an Unrestricted Subsidiary), (iv) 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), (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 2.14(a), and (vi) the Company and its Restricted Subsidiaries (excluding the proposed Unrestricted Subsidiary) shall at the time of the designation represent, on a combined basis (and without taking into account the assets or Consolidated EBITDA of any Unrestricted Subsidiary (including the proposed Unrestricted Subsidiary) or the value of any Investment therein) at least 90% of the consolidated total assets and at least 90% of the Consolidated EBITDA of the Company and its Subsidiaries (with Consolidated EBITDA and the definitions used therein being measured for this purpose for the Company and all Subsidiaries, notwithstanding such definitions otherwise being for the Company and its Restricted Subsidiaries). The designation of any Subsidiary as an Unrestricted Subsidiary 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 as reasonably determined by the Company may, at the time such Subsidiary is designated an Unrestricted Subsidiary) by the Company or a Restricted Subsidiary therein at the date of designation. (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) designate any Foreign no Subsidiary as holding or owning Equity Interests in such re-designated Restricted Subsidiary shall be an Unrestricted Subsidiary; provided that: Subsidiary (Aunless also being re-designated at such time), (ii) both before and after giving effect to such Foreign Subsidiary has designation, no Indebtedness that is recourse toEvent of Default shall have occurred and be continuing and (iii) after giving effect to such designation, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (B) the Company and its Restricted Subsidiaries are shall be in pro forma compliance with each of the covenants in Section 7.127.11 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, immediately before and immediately after giving effect to such designation; (C) at the time of such designation, the aggregate amount of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time of such designation) are permitted under subsections (h) or (i) of Section 7.02 (or a combination of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsections; (D) the Available Liquidity is not less than $150,000,000 at the time of and immediately after giving effect if prior to any such designation; and (E) no Foreign Subsidiary may be so designated unless each of its direct and indirect Subsidiaries satisfies each delivery, as of the requirements in clauses (A) through (D) date of this the most recent financial statements delivered pursuant to Section 2.19(b)(i4.01(a)(ix); and (ii) designate , with the required financial covenant levels being deemed for such purpose to be the first testing levels pursuant to Section 7.11). The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary so long as shall constitute (Ai) no Default shall have occurred and be continuing the incurrence at the time of designation of any Investment, Indebtedness or Liens of such re-designation or would result therefrom, designated Restricted Subsidiary existing at such time and (Bii) a return on any Investment by the Company and its or other applicable Restricted Subsidiaries are Subsidiary in pro forma compliance with each of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designation, (C) if such designated Restricted Subsidiary is a Material Subsidiary and not in an Excluded Subsidiary, all actions required in Section 6.14 (amount equal to the fair market value as if such Subsidiary were a new Subsidiary) have been taken and (D) reasonably determined by the Company at the time date of such designation all Indebtedness of the Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.02. Any Foreign Subsidiary that is not re-designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Subsidiary. (c) Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause (b)(iSection 2.14(a) or (b)(ii) of this SectionSection 2.14(b), as applicable, are satisfied in all respects and (y) with respect to any designation of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documentsrespects.

Designation of Unrestricted and Restricted Subsidiaries. The Company may, at any time after the Closing Restatement Effective Date and upon written notice to the Administrative Agent: (ia) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided that: (Ai) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (Bii) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants in Section 7.12, immediately before and immediately after giving effect to such designation; (Ciii) at the time of such designation, the aggregate amount of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time of such designation) are permitted under subsections (h) or (i) of Section 7.02 (or a combination of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsections; (D) the Available Liquidity is not less than $150,000,000 at the time of and immediately after giving pro forma effect to any such designationdesignation (1) the Company and its Restricted Subsidiaries are in compliance with each of the covenants set forth in Section 7.12 and (2) the Consolidated Net Leverage Ratio is not greater than 3.50 to 1.00; and (Eiv) no Foreign Subsidiary may be so designated unless each of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (Ai) through (Diii) of this Section 2.19(b)(i2.18(a); and (iib) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as (Ai) no Default shall have occurred and be continuing at the time of such re-designation or would result therefrom, (Bii) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designation, (C) if such Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (as if such Subsidiary were a new Subsidiary) have been taken designation and (Diii) at the time of such designation all Indebtedness of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.027.03. Any Foreign Subsidiary that is not designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause (b)(ia) or (b)(iib) of this Section, as applicable, are satisfied in all respects and (y) with respect to any designation of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documents.

Designation of Unrestricted and Restricted Subsidiaries. The Company may, at any time after the Closing Effective Date and upon written notice to the Administrative Agent: (ia) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided provided, that: (Ai) such Foreign Subsidiary is not a Borrower; (ii) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (Biii) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants in Section 7.12, immediately before and immediately after giving effect to such designation; (C) at the time of such designation, the aggregate amount of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time of such designation) are permitted under subsections (h) or (i) of Section 7.02 (or a combination of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsections; (D) the Available Liquidity is not less than $150,000,000 at the time of and immediately after giving pro forma effect to any such designationdesignation the Consolidated Net Leverage Ratio is not greater than 3.75 to 1.00; and (Eiv) no Foreign Subsidiary may be so designated unless each of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (ASection 2.18(a)(i) through (D) of this Section 2.19(b)(iiii); and (iib) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as (Ai) no Default shall have occurred and be continuing at the time of such re-designation or would result therefrom, (Bii) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants covenant set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designation, (C) if such Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (as if such Subsidiary were a new Subsidiary) have been taken designation and (Diii) at the time of such designation all Indebtedness of such Subsidiary shall be permitted pursuant to one (1) or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.027.03. Any Foreign Subsidiary that is not designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause Section 2.18(a) and (b)(i) or (b)(ii) of this Sectionb), as applicable, are satisfied in all respects and (y) with respect to any designation of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documents.

Designation of Unrestricted and Restricted Subsidiaries. The Company may, at any time after the Closing Restatement Effective Date and upon written notice to the Administrative Agent: (ia) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided provided, that: (Ai) such Foreign Subsidiary is not a Borrower; (ii) such Foreign Subsidiary has no Indebtedness that is recourse to, Guaranteed by, or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (Biii) both at the time of and immediately after giving pro forma effect to such designation (A) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants set forth in Section 7.12, immediately before 7.12 and immediately after giving effect to such designation; (C) at the time of such designation, the aggregate amount of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time of such designation) are permitted under subsections (h) or (i) of Section 7.02 (or a combination of both such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsections; (DB) the Available Liquidity Consolidated Net Leverage Ratio is not less greater than $150,000,000 at the time of and immediately after giving effect 3.503.75 to any such designation1.00; and (Eiv) no Foreign Subsidiary may be so designated unless each of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (ASection 2.18(a)(i) through (D) of this Section 2.19(b)(iiii); and (iib) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as (Ai) no Default shall have occurred and be continuing at the time of such re-designation or would result therefrom, (Bii) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants covenantscovenant set forth in Section 7.12 both immediately before and immediately after giving effect to such re-designation, (C) if such Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (as if such Subsidiary were a new Subsidiary) have been taken designation and (Diii) at the time of such designation all Indebtedness of such Subsidiary shall be permitted pursuant to one (1) or more applicable exceptions to the limitations on Indebtedness contained in Section 7.03 and all Investments of such Subsidiary shall be permitted pursuant to one or more applicable exceptions to the limitations on Investments contained in Section 7.027.03. Any Foreign Subsidiary that is not designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause Section 2.18(a) and (b)(i) or (b)(ii) of this Sectionb), as applicable, are satisfied in all respects and (y) with respect to any designation of an Unrestricted Subsidiary, also serve as an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries for purposes of this Agreement and the other Loan Documents.

Designation of Unrestricted and Restricted Subsidiaries. (1) The Company may, at Issuer’s Board of Directors may designate any time after the Closing Date and upon written notice Subsidiary (including newly acquired or newly established Subsidiaries) to the Administrative Agentbe an Unrestricted Subsidiary only if: (ia) designate any Foreign Subsidiary as an Unrestricted Subsidiary; provided that: (A) such Foreign Subsidiary no Default has no Indebtedness that occurred and is recourse to, Guaranteed by, continuing at the time of or secured by a Lien on the assets of, the Company or any of its Restricted Subsidiaries; (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants in Section 7.12, immediately before and immediately after giving effect to such designation; (Cb) the Issuer would be permitted to make an Investment at the time of such designation, designation (assuming the aggregate amount of all Investments in such Foreign Subsidiaries (measured at the fair market value thereof at the time effectiveness of such designation) are permitted under subsections (h) or pursuant to Section 4.06 in an amount equal to the greater of (i) the net book value of Section 7.02 the Issuer’s interest in such Subsidiary calculated in accordance with IFRS or (or a combination ii) the Fair Market Value of both the Issuer’s interest in such subsections), it being understood and agreed that the aggregate amount of all such Investments shall from and after such designation be a utilization of one or both such subsectionsSubsidiary; (Dc) the Available Liquidity is not less than $150,000,000 Issuer would be permitted under this Indenture to Incur at least €1.00 of additional Debt pursuant to the time of and immediately after giving effect to any such designation; and (E) no Foreign Subsidiary may be so designated unless each of its direct and indirect Subsidiaries satisfies each of the requirements in clauses (A) through (D) of this Section 2.19(b)(i); and (ii) designate any Unrestricted Subsidiary as a Restricted Subsidiary so long as (A) no Default shall have occurred and be continuing at the time of such re-designation or would result therefrom, (B) the Company and its Restricted Subsidiaries are in pro forma compliance with each of the covenants ratio set forth in paragraph (1) of Section 7.12 both immediately before and immediately after giving effect to such re-designation, (C) if such Subsidiary is a Material Subsidiary and not an Excluded Subsidiary, all actions required in Section 6.14 (as if such Subsidiary were a new Subsidiary) have been taken and (D) 4.04 at the time of such designation all Indebtedness (assuming the effectiveness of such designation); (d) neither the Issuer nor any Restricted Subsidiary shall be permitted pursuant to one has a contract, agreement, arrangement, understanding or more applicable exceptions 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 limitations on Indebtedness contained in Section 7.03 and all Investments 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; (e) such Subsidiary shall be permitted pursuant to one does not own any Capital Stock, Redeemable Capital Stock or more applicable exceptions to Debt of, or own or hold any Lien on any property or assets of, or have any Investment in, the limitations on Investments contained in Section 7.02. Any Foreign Issuer or any other Restricted Subsidiary; (f) such Subsidiary that is not designated as an Unrestricted Subsidiary shall be a Restricted Subsidiary for all purposes in this Agreement and the other Loan Documents. Any designation of a Foreign Subsidiary as an Unrestricted Subsidiary liable, directly or a Restricted Subsidiary shall (x) be deemed a representation and warranty by the Company that each of the requirements in clause (b)(i) or (b)(ii) of this Sectionindirectly, as applicable, are satisfied in all respects and (y) with respect to any designation 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; (g) such Subsidiary, also serve as 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 (h) 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. (2) In the event of any such designation, the Issuer shall be deemed to have made an effective designation of each of its Subsidiaries as Unrestricted Subsidiaries Investment constituting a Restricted Payment pursuant to Section 4.06 for all purposes of this Agreement Indenture 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. (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 the other Loan Documents.Section 4.08;