Common use of any Subsidiary of an Unrestricted Subsidiary Clause in Contracts

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04. The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer Holdings may designate any Subsidiary of the Issuer Holdings (including any newly acquired or newly formed Subsidiary of Holdings but excluding the IssuerCompany) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Holdings or any other Subsidiary of the Issuer Holdings that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Holdings or any of its Restricted Subsidiaries; provided, further, however, that either: (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04. The Board of Directors of the Issuer Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer Parent (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the IssuerSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Issuer Parent or any other Subsidiary of the Issuer that is not a Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided, however, that provided that: (1) such designation complies with Section 4.07; and (2) each of (a) the Subsidiary to be so designated and (b) its Subsidiaries do has not at the time of designation have designation, and do does not thereafter Incur thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Parent or any of its Restricted Subsidiaries; provided, further, however, that either: (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04Subsidiary. The Board of Directors of the Issuer Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedprovided that, however, that immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the IssuerSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Issuer or any other Subsidiary of the Issuer that is not a (other than solely any Subsidiary of the Subsidiary to be so designated); provided, howeverthat: (i) either (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (b) if the Subsidiary to be so designated has total consolidated assets in excess of $1,000, that such designation complies with Section 4.07 hereof; and (ii) each of (A) the Subsidiary to be so designated and (B) its Subsidiaries do has not at the time of designation have designation, and do does not thereafter Incur thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04Subsidiary. The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedprovided that, however, that immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer Borrower may designate any Subsidiary of the Issuer Borrower (including any newly acquired or newly formed Subsidiary of the IssuerSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Borrower or any other Subsidiary of the Issuer Borrower that is not a Subsidiary subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: either (aA) the Subsidiary to be so designated has total consolidated assets of $1,000 5,000 or less; or less or (bB) if such Subsidiary has consolidated assets greater than $1,0005,000, then such designation would be permitted under by Section 4.046.02. The Board of Directors of the Issuer Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:designation (A) the Borrower could Incur $1.00 of additional Indebtedness under Section 6.01(a) and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors of the Borrower shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the Board of Directors of the Borrower giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer Borrower may designate any Subsidiary of the Issuer Borrower (including any newly acquired or newly formed Subsidiary of the IssuerBorrower) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Borrower or any other Subsidiary of the Issuer Borrower that is not a Subsidiary of the Subsidiary to be so designated; providedPROVIDED, howeverHOWEVER, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Borrower or any of its Restricted Subsidiaries (other than Equity Interests of Unrestricted Subsidiaries); providedPROVIDED, furtherFURTHER, howeverHOWEVER, that either: (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04. The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:10.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer Borrower may designate any Subsidiary of the Issuer Borrower (including any newly acquired or newly formed Subsidiary of the IssuerBorrower) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer Borrower or any other Restricted Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Borrower or any of its the Restricted SubsidiariesSubsidiaries unless otherwise permitted under Section 7.2; provided, further, however, that either: (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.047.2. The Board of Directors of the Issuer Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04. The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issueror a Person becoming a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary unless only if: (1) such Subsidiary or any of its Subsidiaries owns does not own any Equity Interests Capital Stock or Indebtedness ofof or have any Investment in, or owns own or holds hold any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that which is not a Subsidiary of the Subsidiary to be so designated; provided, however, that designated or otherwise an Unrestricted Subsidiary; (2) all the Indebtedness of such Subsidiary to be so designated and its Subsidiaries do not shall, at the time date of designation, and will at all times thereafter, consist of Non-Recourse Debt; (3) on the date of such designation, such designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets Investment of the Issuer or any of its a Restricted Subsidiaries; provided, further, however, that either: (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (b) if in such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under complies with Section 4.04. The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:3.3;

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, of the Issuer or any other Restricted Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its the Restricted SubsidiariesSubsidiaries unless otherwise permitted under Section 4.04; provided, further, however, however that either: (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04. The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: