Common use of Formation of a Successor Holding Company Reference Entity Clause in Contracts

Formation of a Successor Holding Company Reference Entity. At any time following the date of the Offering Memorandum, on one or more occasions, the Reference Entity at such time may become a Wholly Owned Subsidiary of a parent corporation (any such transaction, a “Permitted HoldCo Transaction”) if (i) such parent entity (the “Successor Holding Company Reference Entity”) was an Affiliate of the Reference Entity immediately prior to the consummation of the Permitted HoldCo Transaction, (ii) the Successor Holding Company Reference Entity guarantees, on a senior unsecured basis, the obligations of the Company (or, if the Reference Entity has become the issuer of the notes, the Reference Entity’s obligations) under the Notes and this Indenture, (iii) the Successor Holding Company Reference Entity enters into a joinder agreement to the Registration Rights Agreement in accordance with the terms of the Registration Rights Agreement, (iv) the Notes become exchangeable for the common stock of the Successor Holding Company Reference Entity in accordance with, and at an Exchange Rate determined in accordance with, Section 14.07, (v) upon the consummation of the Permitted HoldCo Transaction, the common stock of the Successor Holding Company Reference Entity for which the Notes become exchangeable is or, when issued, will be listed or admitted for trading on a U.S. national securities exchange, (vi) the Company, the Successor Holding Company Reference Entity and the Trustee enter into a supplemental indenture in accordance with Section 14.07 (which supplemental indenture shall also provide for any conforming changes to the terms of the Notes and the related Guarantee as the Company, acting in good faith and in a commercially reasonable manner, determines appropriate solely to reflect the Successor Holding Company Reference Entity’s status as the guarantor of the Notes and the issuer of the Common Stock) and (vii) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing under this Indenture. In such case, the existing Reference Entity shall be released in full from its Guarantee of the Notes and the Registration Rights Agreement, and the Successor Holding Company Reference Entity shall become the Reference Entity.

Formation of a Successor Holding Company Reference Entity. At any time following the date of the Offering Memorandum, on one or more occasions, the Reference Entity at such time may become a Wholly Owned Subsidiary of a parent corporation (any such transaction, a “Permitted HoldCo Transaction”) if (i) such parent entity (the “Successor Holding Company Reference Entity”) was an Affiliate of the Reference Entity immediately prior to the consummation of the Permitted HoldCo Transaction, (ii) the Successor Holding Company Reference Entity guarantees, on a senior unsecured basis, the obligations of the Company (or, if the Reference Entity has become the issuer of the notes, the Reference Entity’s obligations) under the Notes and this Indenture, (iii) the Successor Holding Company Reference Entity enters into a joinder agreement to the Registration Rights Agreement in accordance with the terms of the Registration Rights Agreement, (iv) the Notes become exchangeable for the common stock of the Successor Holding Company Reference Entity in accordance with, and at an Exchange Rate determined in accordance with, Section ‎Section 14.07, (v) upon the consummation of the Permitted HoldCo Transaction, the common stock of the Successor Holding Company Reference Entity for which the Notes become exchangeable is or, when issued, will be listed or admitted for trading on a U.S. national securities exchange, (vi) the Company, the Successor Holding Company Reference Entity and the Trustee enter into a supplemental indenture in accordance with Section ‎Section 14.07 (which supplemental indenture shall also provide for any conforming changes to the terms of the Notes and the related Guarantee as the Company, acting in good faith and in a commercially reasonable manner, determines appropriate solely to reflect the Successor Holding Company Reference Entity’s status as the guarantor of the Notes and the issuer of the Common Stock) and (vii) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing under this Indenture. In such case, the existing Reference Entity shall be released in full from its Guarantee of the Notes and the Registration Rights Agreement, and the Successor Holding Company Reference Entity shall become the Reference Entity.