Common use of Permitted Restructuring Clause in Contracts

Permitted Restructuring. (a) Holdings and its Restricted Subsidiaries may effect a Permitted Restructuring so long as such Permitted Restructuring is carried out as described in the definition of Permitted Restructuring in this Indenture, and provided that in the case of a Permitted Restructuring described in clause (1) of such definition, (1) New Holding Company shall assume all the obligations of Holdings under its Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement, in each case, pursuant to agreements reasonably satisfactory to the Trustee, and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to New Holding Company, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (2) immediately after such Permitted Restructuring, no Default or Event of Default shall have occurred or be continuing; (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such Permitted Restructuring complies with this Indenture; (4) the Company shall have delivered to the Trustee an Opinion of Counsel confirming that holders of the Notes will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of such Permitted Restructuring; (5) if New Holding Company is formed under the laws of a Non-U.S. Jurisdiction, it shall (i) irrevocably submit to the jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under its Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement, (ii) agree that all claims in respect of such suit or proceeding may be determined in any such court and irrevocably waive the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding, (iii) to the extent permitted by law, waive any objections to the enforcement by any competent court in its home jurisdiction of any judgment validly obtained in any such court in New York on the basis of any such legal suit, action or proceeding, and (iv) appoint an authorized agent for service of process in the State of New York upon whom process may be served in any such legal suit, action or proceeding; (6) if New Holding Company is formed under the laws of a Non-U.S. Jurisdiction, it shall file with the SEC and report as a U.S. domestic issuer for so long as the reporting covenant in Section 3.11 is applicable; (7) the Collateral transferred to New Holding Company will (i) continue to constitute Collateral under this Indenture and the Collateral Documents, (ii) be subject to the Lien in favor of the Trustee for the benefit of the holders of the Notes, and (iii) not be subject to any Lien, other than Liens permitted by the terms of this Indenture; and (8) to the extent that the assets of New Holding Company are assets of the type which would constitute Collateral under the Collateral Documents, New Holding Company shall take such other actions as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture; provided, that clauses (7) and (8) and clause (1) above will not apply after a Covenant Defeasance pursuant to Section 8.3 hereof. (b) Concurrently with the completion of the transactions described in clause (a) of the definition of Permitted Restructuring, (i) Holdings shall be automatically released from its obligations under its Guarantee, this Indenture, the Registration Rights Agreement, the Intercreditor Agreement and the Collateral Documents, and, immediately following the completion of the transactions described in such clause (a), references herein to Holdings shall mean New Holding Company, and all Subsidiaries of New Holding Company (all of which initially shall be Restricted Subsidiaries until designated as Unrestricted Subsidiaries in accordance with this Indenture) shall guarantee the Notes and provide security therefor to the extent Subsidiaries are required to do so under this Indenture, and (ii) any pledge of the Equity Interests of New Holding Company shall be automatically released. (c) Any Permitted Restructuring effected in compliance with the provision of the definition thereof and the provisions described under this Section 4.2 will be permitted hereunder and the Collateral Documents notwithstanding any limitations that may otherwise have been applicable to the specific corporate restructurings (and only such restructurings) that are described in the definition of Permitted Restructuring.

Permitted Restructuring. (ai) Holdings and its Restricted Subsidiaries may effect a Permitted Restructuring so long as such Permitted Restructuring is carried out as described in the definition of Permitted Restructuring in this Indenture, and provided that in the case event of a Permitted Restructuring described in clause (1) whereby the Substituted Obligor assumes all the assets and liabilities of such definition, (1) New Holding Company shall assume a Guarantor and assumes all the obligations of Holdings under such Guarantor in respect of its Guarantee: (A) on or prior to such Permitted Restructuring, ensure the Substituted Obligor enters into a supplemental deed in form and manner satisfactory to the Trustee agreeing to be bound by this IndentureTrust Deed and the Notes (with consequential amendments as the Trustee may deem appropriate) (the “Supplemental Deed”) as if such Substituted Obligor had been named in this Trust Deed and the Notes as a Guarantor, (B) on or prior to such Permitted Restructuring, ensure the Substituted Obligor enters into a supplemental agreement in form and manner satisfactory to the Trustee and the Paying Agents agreeing to be bound by the Agency Agreement (with consequential amendments as the Paying Agents and the Trustee may deem appropriate) (the “Supplemental Agency Agreement”) as if such Substituted Obligor had been named in the Agency Agreement as a Guarantor, (C) where the Substituted Obligor is incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than Republic of Italy, the Registration Rights AgreementUnited States or Luxembourg, ensure the Substituted Obligor provides undertakings or covenants in the Supplemental Deed in terms corresponding to the terms of Condition 7 (Taxation) with the substitution for (or, as the case may be, the Collateral Documents addition to) the references therein to the Republic of Italy, the United States or Luxembourg, as the case may be, of references to that other or additional territory to whose taxing jurisdiction, or that of a political subdivision thereof or an authority therein or thereof having power to tax, such Guarantor is subject as aforesaid, the Supplemental Deed also, to the extent required, to modify Condition 7 (Taxation) so that such Condition 7 (Taxation) shall make reference to that other or additional territory or any political subdivision thereof or any authority therein or thereof having power to tax; (D) ensure the Substituted Obligor provides the Trustee with a certificate signed by two directors, or authorised signatories of the Substituted Obligor (or other officers acceptable to the Trustee) addressed to the Trustee (with a form and the Intercreditor Agreement, in each case, pursuant to agreements reasonably content satisfactory to the Trustee) certifying that it is solvent both at the time the Permitted Restructuring takes place and immediately thereafter (which certificate the Trustee may rely upon absolutely) and, and if so provided, the Trustee shall cause such amendmentsnot be under any duty to have regard to the financial condition, supplements profits or other instruments prospects of the Substituted Obligor or to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect compare the Lien on the Collateral owned by or transferred to New Holding Company, together same with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation those of the relevant states or jurisdictionsGuarantor; (2E) immediately after such procure the delivery of a legal opinion as to English and any other relevant law, addressed to the Trustee, dated the date of the Supplemental Deed and in a form acceptable to the Trustee from legal advisers acceptable to the Trustee as to the enforceability of the guarantee to be given by the Substituted Obligor and all other obligations assumed by it under the Supplemental Deed and Supplemental Agency Agreement; (F) prior to the date of the Permitted Restructuring, no Default or Event procure the delivery of Default shall a legal opinion as to English and any other relevant law, addressed to the Trustee, dated the date of the Permitted Restructuring confirming that (1) all the assets and liabilities of the relevant Guarantor have occurred or be continuing; been assumed by the Substituted Obligor, and (32) all the Company shall obligations of the relevant Guarantor in respect of its Guarantee have delivered been assumed by the Substituted Obligor, and in a form acceptable to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such Permitted Restructuring complies with this Indenture; (4) the Company shall have delivered from legal advisers acceptable to the Trustee an Opinion of Counsel confirming that holders of the Notes will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of such Permitted Restructuring; (5) if New Holding Company is formed under the laws of a Non-U.S. Jurisdiction, it shall (i) irrevocably submit to the jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under its Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement, (ii) agree that all claims in respect of such suit or proceeding may be determined in any such court and irrevocably waive the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding, (iii) to the extent permitted by law, waive any objections to the enforcement by any competent court in its home jurisdiction of any judgment validly obtained in any such court in New York on the basis of any such legal suit, action or proceeding, and (iv) appoint an authorized agent for service of process in the State of New York upon whom process may be served in any such legal suit, action or proceeding; (6) if New Holding Company is formed under the laws of a Non-U.S. Jurisdiction, it shall file with the SEC and report as a U.S. domestic issuer for so long as the reporting covenant in Section 3.11 is applicable; (7) the Collateral transferred to New Holding Company will (i) continue to constitute Collateral under this Indenture and the Collateral Documents, (ii) be subject to the Lien in favor of the Trustee for the benefit of the holders of the Notes, and (iii) not be subject to any Lien, other than Liens permitted by the terms of this IndentureTrustee; and (8) to G) comply with, and ensure the extent that Substituted Obligor complies with, all other requirements as the assets of New Holding Company are assets Trustee may direct in the interests of the type which would constitute Collateral under the Collateral Documents, New Holding Company shall take such other actions as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture; provided, that clauses (7) and (8) and clause (1) above will not apply after a Covenant Defeasance pursuant to Section 8.3 hereofNoteholders. (bii) Concurrently with In the completion event of a Permitted Restructuring whereby the Substituted Obligor assumes all the assets and liabilities of a Material Subsidiary and becomes a Material Subsidiary: (A) prior to the date of the transactions described in clause (a) of the definition of Permitted Restructuring, procure the delivery of a legal opinion as to English and any other relevant law, addressed to the Trustee, dated the date of the Permitted Restructuring confirming that all the assets and liabilities of the relevant Material Subsidiary have been assumed by the Substituted Obligor and in a form acceptable to the Trustee from legal advisers acceptable to the Trustee; (iB) Holdings shall comply with, and ensure the Substituted Obligor complies with, all other requirements as the Trustee may direct in the interests of the Noteholders; and (C) give to the Trustee, as soon as reasonably practicable after the Permitted Restructuring involving any Subsidiary which thereby becomes or ceases to be automatically released from its obligations under its Guaranteea Material Subsidiary, this Indenturea certificate by the Chief Financial Officer or two Authorised Signatories of the Issuer to such effect; such certificate shall, in the absence of manifest error, be conclusive and binding on the Issuer, the Registration Rights AgreementGuarantors, the Intercreditor Agreement and the Collateral Documents, and, immediately following the completion of the transactions described in such clause (a), references herein to Holdings shall mean New Holding Company, Trustee and all Subsidiaries of New Holding Company (all of which initially shall be Restricted Subsidiaries until designated as Unrestricted Subsidiaries in accordance with this Indenture) shall guarantee the Notes and provide security therefor to the extent Subsidiaries are required to do so under this Indenture, and (ii) any pledge of the Equity Interests of New Holding Company shall be automatically releasedNoteholders. (c) Any Permitted Restructuring effected in compliance with the provision of the definition thereof and the provisions described under this Section 4.2 will be permitted hereunder and the Collateral Documents notwithstanding any limitations that may otherwise have been applicable to the specific corporate restructurings (and only such restructurings) that are described in the definition of Permitted Restructuring.

Permitted Restructuring. (ai) Holdings and its Restricted Subsidiaries may effect a Permitted Restructuring so long as such Permitted Restructuring is carried out as described in the definition of Permitted Restructuring in this Indenture, and provided that in the case event of a Permitted Restructuring described in clause (1) whereby the Substituted Obligor assumes all the assets and liabilities of such definition, (1) New Holding Company shall assume a Guarantor and assumes all the obligations of Holdings under such Guarantor in respect of its Guarantee: (A) on or prior to such Permitted Restructuring, ensure the Substituted Obligor enters into a supplemental deed in form and manner satisfactory to the Trustee agreeing to be bound by this IndentureTrust Deed and the Notes (with consequential amendments as the Trustee may deem appropriate) (the “Supplemental Deed”) as if such Substituted Obligor had been named in this Trust Deed and the Notes as a Guarantor, (B) on or prior to such Permitted Restructuring, ensure the Substituted Obligor enters into a supplemental agreement in form and manner satisfactory to the Trustee and the Paying Agents agreeing to be bound by the Agency Agreement (with consequential amendments as the Paying Agents and the Trustee may deem appropriate) (the “Supplemental Agency Agreement”) as if such Substituted Obligor had been named in the Agency Agreement as a Guarantor, (C) where the Substituted Obligor is incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than Republic of Italy, the Registration Rights AgreementUnited States or Luxembourg, ensure the Substituted Obligor provides undertakings or covenants in the Supplemental Deed in terms corresponding to the terms of Condition 7 (Taxation) with the substitution for (or, as the case may be, the Collateral Documents addition to) the references therein to the Republic of Italy, the United States or Luxembourg, as the case may be, of references to that other or additional territory to whose taxing jurisdiction, or that of a political subdivision thereof or an authority therein or thereof having power to tax, such Guarantor is subject as aforesaid, the Supplemental Deed also, to the extent required, to modify Condition 7 (Taxation) so that such Condition 7 (Taxation) shall make reference to that other or additional territory or any political subdivision thereof or any authority therein or thereof having power to tax; (D) ensure the Substituted Obligor provides the Trustee with a certificate signed by two directors, or authorised signatories of the Substituted Obligor (or other officers acceptable to the Trustee) addressed to the Trustee (with a form and the Intercreditor Agreement, in each case, pursuant to agreements reasonably content satisfactory to the Trustee) certifying that it is solvent both at the time the Permitted Restructuring takes place and immediately thereafter (which certificate the Trustee may rely upon absolutely) and if so, and provided the Trustee shall cause such amendmentsnot be under any duty to have regard to the financial condition, supplements profits or other instruments prospects of the Substituted Obligor or to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect compare the Lien on the Collateral owned by or transferred to New Holding Company, together same with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation those of the relevant states or jurisdictionsGuarantor; (2E) immediately after such procure the delivery of a legal opinion as to English and any other relevant law, addressed to the Trustee, dated the date of the Supplemental Deed and in a form acceptable to the Trustee from legal advisers acceptable to the Trustee as to the enforceability of the guarantee to be given by the Substituted Obligor and all other obligations assumed by it under the Supplemental Deed and Supplemental Agency Agreement; (F) prior to the date of the Permitted Restructuring, no Default or Event procure the delivery of Default shall a legal opinion as to English and any other relevant law, addressed to the Trustee, dated the date of the Permitted Restructuring confirming that (1) all the assets and liabilities of the relevant Guarantor have occurred or be continuing; been assumed by the Substituted Obligor, and (32) all the Company shall obligations of the relevant Guarantor in respect of its Guarantee have delivered been assumed by the Substituted Obligor, and in a form acceptable to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such Permitted Restructuring complies with this Indenture; (4) the Company shall have delivered from legal advisers acceptable to the Trustee an Opinion of Counsel confirming that holders of the Notes will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of such Permitted Restructuring; (5) if New Holding Company is formed under the laws of a Non-U.S. Jurisdiction, it shall (i) irrevocably submit to the jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under its Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement, (ii) agree that all claims in respect of such suit or proceeding may be determined in any such court and irrevocably waive the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding, (iii) to the extent permitted by law, waive any objections to the enforcement by any competent court in its home jurisdiction of any judgment validly obtained in any such court in New York on the basis of any such legal suit, action or proceeding, and (iv) appoint an authorized agent for service of process in the State of New York upon whom process may be served in any such legal suit, action or proceeding; (6) if New Holding Company is formed under the laws of a Non-U.S. Jurisdiction, it shall file with the SEC and report as a U.S. domestic issuer for so long as the reporting covenant in Section 3.11 is applicable; (7) the Collateral transferred to New Holding Company will (i) continue to constitute Collateral under this Indenture and the Collateral Documents, (ii) be subject to the Lien in favor of the Trustee for the benefit of the holders of the Notes, and (iii) not be subject to any Lien, other than Liens permitted by the terms of this IndentureTrustee; and (8) to G) comply with, and ensure the extent that Substituted Obligor complies with, all other requirements as the assets of New Holding Company are assets Trustee may direct in the interests of the type which would constitute Collateral under the Collateral Documents, New Holding Company shall take such other actions as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture; provided, that clauses (7) and (8) and clause (1) above will not apply after a Covenant Defeasance pursuant to Section 8.3 hereofNoteholders. (bii) Concurrently with In the completion event of a Permitted Restructuring whereby the Substituted Obligor assumes all the assets and liabilities of a Material Subsidiary and becomes a Material Subsidiary: (A) prior to the date of the transactions described in clause (a) of the definition of Permitted Restructuring, procure the delivery of a legal opinion as to English and any other relevant law, addressed to the Trustee, dated the date of the Permitted Restructuring confirming that all the assets and liabilities of the relevant Material Subsidiary have been assumed by the Substituted Obligor and in a form acceptable to the Trustee from legal advisers acceptable to the Trustee; (iB) Holdings shall comply with, and ensure the Substituted Obligor complies with, all other requirements as the Trustee may direct in the interests of the Noteholders; and (C) give to the Trustee, as soon as reasonably practicable after the Permitted Restructuring involving any Subsidiary which thereby becomes or ceases to be automatically released from its obligations under its Guaranteea Material Subsidiary, this Indenturea certificate by the Chief Financial Officer or two Authorised Signatories of the Issuer to such effect; such certificate shall, in the absence of manifest error, be conclusive and binding on the Issuer, the Registration Rights AgreementGuarantors, the Intercreditor Agreement and the Collateral Documents, and, immediately following the completion of the transactions described in such clause (a), references herein to Holdings shall mean New Holding Company, Trustee and all Subsidiaries of New Holding Company (all of which initially shall be Restricted Subsidiaries until designated as Unrestricted Subsidiaries in accordance with this Indenture) shall guarantee the Notes and provide security therefor to the extent Subsidiaries are required to do so under this Indenture, and (ii) any pledge of the Equity Interests of New Holding Company shall be automatically releasedNoteholders. (c) Any Permitted Restructuring effected in compliance with the provision of the definition thereof and the provisions described under this Section 4.2 will be permitted hereunder and the Collateral Documents notwithstanding any limitations that may otherwise have been applicable to the specific corporate restructurings (and only such restructurings) that are described in the definition of Permitted Restructuring.