Common use of Permitted Affiliate Group and Affiliate Subsidiary Designation Clause in Contracts

Permitted Affiliate Group and Affiliate Subsidiary Designation. The Company may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) any Affiliate of the Company (other than a Subsidiary of the Company or a Permitted Affiliate Parent) (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate an “Affiliate Subsidiary”) (but not, for the avoidance of doubt, such Subsidiary’s Subsidiaries) or (y) any Affiliate of the Company (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company that such Affiliate and the Company have complied with the requirements of: (A) Section 10.21(b) and such Affiliate has acceded to this Agreement as a Borrower; or (B) Section 10.21(c) and such Affiliate has acceded to this Agreement as a Guarantor; provided that, prior to or immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing.

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) (i) any Affiliate Subsidiary of the Company Ultimate Parent (other than a Subsidiary of the Company or a any Permitted Affiliate Parent) (upon satisfaction each, a “Lead Affiliate Subsidiary”) and (ii) any Subsidiary of the conditions in this Section 10.21(a), any such Lead Affiliate Subsidiary (each, a “Designated Affiliate Subsidiary”, together with each Lead Affiliate Subsidiary an each other Designated Affiliate Subsidiary, the “Affiliate Subsidiaries” and each an “Affiliate Subsidiary”) (but not, for the avoidance of doubt, such Subsidiary’s Subsidiaries) or (y) any Affiliate of the Company (upon satisfaction of ( the conditions in this Section 10.21(a), any such Affiliate “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company that such of, in respect of any Lead Affiliate Subsidiary and the Company have complied any Permitted Affiliate Parent, compliance with the requirements of: (A) Section 10.21(b) and such Affiliate has acceded to this Agreement as a Borrower; or (B) Section 10.21(c) and such Affiliate has acceded to this Agreement as a Guarantor; provided that, prior to or immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing. (ii) The Company or a Permitted Affiliate Parent may designate that any Permitted Affiliate Parent is no longer a Permitted Affiliate Parent (a “Permitted Affiliate Parent Release”) or that an Affiliate Subsidiary is no longer an Affiliate Subsidiary (an “Affiliate Subsidiary Release”); provided that immediately after giving effect to such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (A) the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries could Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a)(2) of Annex II or (B) the Consolidated Senior Secured Net Leverage Ratio would be no greater than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable. (iii) Concurrently with a Permitted Affiliate Parent Accession or an Affiliate Subsidiary Accession, the immediate Holding Company of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, will xxxxx x Xxxx pursuant to a Collateral Document over all the issued capital stock or share capital of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, as security for the Obligations in favour of the Security Trustee and in form and substance satisfactory to the Security Trustee (acting reasonably).

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company Initial Borrower may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) (i) any Affiliate Subsidiary of the Company Ultimate Parent (other than a Subsidiary of the Company Initial Borrower or a any Permitted Affiliate Parent) (upon satisfaction each, a “Lead Affiliate Subsidiary”) and (ii) any Subsidiary of the conditions in this Section 10.21(a), any such Lead Affiliate Subsidiary (each a “Designated Affiliate Subsidiary”, together with each Lead Affiliate Subsidiary and each other Designated Affiliate Subsidiary, the “Affiliate Subsidiaries” and each an “Affiliate Subsidiary”) (but not, for the avoidance of doubt, such Subsidiary’s Subsidiaries) or (y) any Affiliate of the Company Initial Borrower (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company Initial Borrower that such Affiliate and the Company Initial Borrower have complied with the requirements of:: 146 95007600_2 (A) Section 10.21(b) and such Affiliate has acceded to this Agreement as a Borrower; or (B) Section 10.21(c) and such Affiliate has acceded to this Agreement as a Guarantor; provided that, prior to or immediately after giving effect to such transaction, no Event of Default (or no Event of Default under Section 8.01(a) or Section 8.01(f) if such designation is made in connection with the Acquisition) shall have occurred and be continuing. (ii) The Initial Borrower or a Permitted Affiliate Parent may designate that any Permitted Affiliate Parent is no longer a Permitted Affiliate Parent (a “Permitted Affiliate Parent Release”) or that an Affiliate Subsidiary is no longer an Affiliate Subsidiary (a “Affiliate Subsidiary Release”); provided that immediately after giving effect to such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (A) the Initial Borrower, any Permitted Affiliate Parent and the Restricted Subsidiaries could Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a)(2) of Annex II or (B) the Consolidated Senior Secured Net Leverage Ratio would be no greater than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable. (iii) Concurrently with a Permitted Affiliate Parent Accession or an Affiliate Subsidiary Accession, the immediate Holding Company of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, will granx x Xxxx xxxsuant to a Collateral Document over all the issued capital stock or share capital of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, as security for the Obligations in favour of the Security Agent and in form and substance satisfactory to the Security Agent (acting reasonably).

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) any Affiliate of the Company (other than a Subsidiary of the Company or a Permitted Affiliate Parent) (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate an “Affiliate Subsidiary”) (but not, for the avoidance of doubt, such Subsidiary’s Subsidiaries) or (y) any Affiliate of the Company (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company that such Affiliate and the Company have complied with the requirements of: (A) Section 10.21(b) and such Affiliate has acceded to this Agreement as a Borrower; or (B) Section 10.21(c) and such Affiliate has acceded to this Agreement as a Guarantor; provided that, prior to or immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing. (ii) The Company or a Permitted Affiliate Parent may designate that any Permitted Affiliate Parent is no longer a Permitted Affiliate Parent (a “Permitted Affiliate Parent Release”) or that an Affiliate Subsidiary is no longer an Affiliate Subsidiary (an “Affiliate Subsidiary Release”); provided that immediately after giving effect to such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (A) the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries could Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) of Annex II or (B) the Consolidated Net Leverage Ratio would be no greater than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable. (iii) Concurrently with a Permitted Affiliate Parent Accession or an Affiliate Subsidiary Accession, the immediate Holding Company of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, will xxxxx x Xxxx pursuant to a Collateral Document over all the issued capital stock or share capital of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, as security for the Obligations in favour of the Security Trustee and in form and substance satisfactory to the Security Trustee (acting reasonably).

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company Initial Borrower may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) (i) any Affiliate Subsidiary of the Company Ultimate Parent (other than a Subsidiary of the Company Initial Borrower or a any Permitted Affiliate Parent) (upon satisfaction each, a “Lead Affiliate Subsidiary”) and (ii) any Subsidiary of the conditions in this Section 10.21(a), any such Lead Affiliate Subsidiary (each a “Designated Affiliate Subsidiary”, together with each Lead Affiliate Subsidiary and each other Designated Affiliate Subsidiary, the “Affiliate Subsidiaries” and each an “Affiliate Subsidiary”) (but not, for the avoidance of doubt, such Subsidiary’s Subsidiaries) or (y) any Affiliate of the Company Initial Borrower (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company Initial Borrower that such Affiliate and the Company Initial Borrower have complied with the requirements of: (A) Section 10.21(b) and such Affiliate has acceded to this Agreement as a Borrower; or (B) Section 10.21(c) and such Affiliate has acceded to this Agreement as a Guarantor; provided that, prior to or immediately after giving effect to such transaction, no Event of Default (or no Event of Default under Section 8.01(a) or Section 8.01(f) if such designation is made in connection with the Acquisition) shall have occurred and be continuing. (ii) The Initial Borrower or a Permitted Affiliate Parent may designate that any Permitted Affiliate Parent is no longer a Permitted Affiliate Parent (a “Permitted Affiliate Parent Release”) or that an Affiliate Subsidiary is no longer an Affiliate Subsidiary (a “Affiliate Subsidiary Release”); provided that immediately after giving effect to such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (A) the Initial Borrower, any Permitted Affiliate Parent and the Restricted Subsidiaries could Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a)(2) of Annex II or (B) the Consolidated Senior Secured Net Leverage Ratio would be no greater than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable. (iii) Concurrently with a Permitted Affiliate Parent Accession or an Affiliate Subsidiary Accession, the immediate Holding Company of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, will granx x Xxxx xxxsuant to a Collateral Document over all the issued capital stock or share capital of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, as security for the Obligations in favour of the Security Agent and in form and substance satisfactory to the Security Agent (acting reasonably).

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company Borrowers may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) (i) any Affiliate Subsidiary of the Company Ultimate Parent (other than a Subsidiary of the Company or a any Permitted Affiliate Parent) (upon satisfaction each, a “Lead Affiliate Subsidiary”) and (ii) any Subsidiary of the conditions in this Section 10.21(a), any such Lead Affiliate Subsidiary (each, a “Designated Affiliate Subsidiary”, together with each Lead Affiliate Subsidiary and each other Designated Affiliate Subsidiary, the “Affiliate Subsidiaries” and each an “Affiliate Subsidiary”) (but not, for the avoidance of doubt, such Subsidiary’s Subsidiaries) or (y) any Affiliate of the Company (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company that that: (A) (I) Prior to the SPV Structure Termination Date, such Affiliate shall have become a Proceeds Loan Borrower in accordance with the terms of the Proceeds Loan Agreement; and (II) on or after the SPV Structure Termination Date, such Affiliate and the Company have complied with the requirements of: (A) of Section 10.21(b) and such Affiliate has acceded shall have become a Borrower by executing a joinder to this Agreement as a Borrowerin form and substance reasonably satisfactory to the Administrative Agent; or (B) (I) Prior to the SPV Structure Termination Date, such Affiliate shall have become a Proceeds Loan Guarantor in accordance with the terms of the Proceeds Loan Agreement; and (II) on or after the SPV Structure Termination Date, such Affiliate and the Company have complied with the requirements of Section 10.21(c) and such Affiliate has acceded to this Agreement as a Guarantor; provided that, prior to or immediately after giving effect to such transaction, no Event of Default (or no Event of Default under Section 8.01(a) or Section 8.01(f) if such designation is made in connection with the Acquisition) shall have occurred and be continuing. (ii) The Company or a Permitted Affiliate Parent may designate that any Permitted Affiliate Parent is no longer a Permitted Affiliate Parent (a “Permitted Affiliate Parent Release”) or that an Affiliate Subsidiary is no longer an Affiliate Subsidiary (a “Affiliate Subsidiary Release”); provided that immediately after giving effect to such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (A) the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries could Incur at least $1.00 of additional Indebtedness pursuant to (I) prior to the SPV Structure Termination Date, Section 4.09(b)(2) of Annex II or (II) on or after the SPV Structure Termination Date, Section 4.09(a)(2) of Annex IV or (B) the Consolidated Senior Secured Net Leverage Ratio would be no greater than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable. (iii) Concurrently with a Permitted Affiliate Parent Accession or an Affiliate Subsidiary Accession, the immediate Holding Company of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, will xxxxx x Xxxx pursuant to a Collateral Document over all the issued capital stock or share capital of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, as security for (A) prior to the SPV Structure Termination Date, the obligations under the Proceeds Loan Agreement and (B) on or after the SPV Structure Termination Date, the Obligations, in each case in favour of the applicable Security Agent and in form and substance satisfactory to the applicable Security Agent (acting reasonably).

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company Initial Borrower may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) any Affiliate of the Company Initial Borrower (other than a Subsidiary of the Company Initial Borrower or a Permitted Affiliate Parent) (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate an “Affiliate Subsidiary”) (but not, for the avoidance of doubt, such Subsidiary’s Subsidiaries) or (y) any Affiliate of the Company Initial Borrower (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company Initial Borrower that such Affiliate and the Company Initial Borrower have complied with the requirements of: (A) Section 10.21(b) and such Affiliate has acceded to this Agreement as a Borrower; or (B) Section 10.21(c) and such Affiliate has acceded to this Agreement as a Guarantor; provided that, prior to or immediately after giving effect to such transaction, no Event of Default (or no Event of Default under Section 8.01(a) or Section 8.01(f) if such designation is made in connection with the Acquisition) shall have occurred and be continuing. (ii) The Initial Borrower or a Permitted Affiliate Parent may designate that any Permitted Affiliate Parent is no longer a Permitted Affiliate Parent (a “Permitted Affiliate Parent Release”) or that an Affiliate Subsidiary is no longer an Affiliate Subsidiary (a “Affiliate Subsidiary Release”); provided that immediately after giving effect to such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (A) the Initial Borrower, any Permitted Affiliate Parent and the Restricted Subsidiaries could Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) of Annex II or (B) the Consolidated Net Leverage Ratio would be no greater than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable. (iii) Concurrently with a Permitted Affiliate Parent Accession or an Affiliate Subsidiary Accession, the immediate Holding Company of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, will xxxxx x Xxxx pursuant to a Collateral Document over all the issued capital stock or share capital of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, as security for the Obligations in favour of the Security Agent and in form and substance satisfactory to the Security Agent (acting reasonably).

Permitted Affiliate Group and Affiliate Subsidiary Designation. (i) The Company Borrowers may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) any Affiliate of the Company (other than a Subsidiary of the Company or a Permitted Affiliate Parent) (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate an “Affiliate Subsidiary”) (but not, for the avoidance of doubt, such Subsidiary’s Subsidiaries) or (y) any Affiliate of the Company (upon satisfaction of the conditions in this Section 10.21(a), any such Affiliate “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company that that: (A) (I) Prior to the SPV Structure Termination Date, such Affiliate shall have become a Proceeds Loan Borrower in accordance with the terms of the Proceeds Loan Agreement; and (II) on or after the SPV Structure Termination Date, such Affiliate and the Company have complied with the requirements of: (A) of Section 10.21(b) and such Affiliate has acceded shall have become a Borrower by executing a joinder to this Agreement as a Borrowerin form and substance reasonably satisfactory to the Administrative Agent; or (B) (I) Prior to the SPV Structure Termination Date, such Affiliate shall have become a Proceeds Loan Guarantor in accordance with the terms of the Proceeds Loan Agreement; and (II) on or after the SPV Structure Termination Date, such Affiliate and the Company have complied with the requirements of Section 10.21(c) and such Affiliate has acceded to this Agreement as a Guarantor; provided that, prior to or immediately after giving effect to such transaction, no Event of Default (or no Event of Default under Section 8.01(a) or Section 8.01(f) if such designation is made in connection with the Acquisition) shall have occurred and be continuing. (ii) The Company or a Permitted Affiliate Parent may designate that any Permitted Affiliate Parent is no longer a Permitted Affiliate Parent (a “Permitted Affiliate Parent Release”) or that an Affiliate Subsidiary is no longer an Affiliate Subsidiary (a “Affiliate Subsidiary Release”); provided that immediately after giving effect to such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (A) the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries could Incur at least $1.00 of additional Indebtedness pursuant to (I) prior to the SPV Structure Termination Date, Section 4.09(b) of Annex II or (II) on or after the SPV Structure Termination Date, Section 4.09(a) of Annex IV or (B) the Consolidated Net Leverage Ratio would be no greater than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable. (iii) Concurrently with a Permitted Affiliate Parent Accession or an Affiliate Subsidiary Accession, the immediate Holding Company of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, will xxxxx x Xxxx pursuant to a Collateral Document over all the issued capital stock or share capital of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, as security for (A) prior to the SPV Structure Termination Date, the obligations under the Proceeds Loan Agreement and (B) on or after the SPV Structure Termination Date, the Obligations, in each case in favour of the applicable Security Agent and in form and substance satisfactory to the applicable Security Agent (acting reasonably).