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

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) 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 Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided: (1) such designation complies with Section 4.07; and (2) each of (a) the Subsidiary to be so designated and (b) its Subsidiaries has not at the time of designation, and does not 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 Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Event of Default under clauses (a) and (b) of Section 6.01 (or with respect to the Issuer only, clause (f) or Section 6.01(g) of Section 6.01) will have occurred and be continuing and either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio Test; (2) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio Test; (3) the Fixed Charge Coverage Ratio for the Issuer would be equal to or greater than such ratio for the Issuer immediately prior to such designation; or

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) 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 Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided: (1) such designation complies with Section 4.07; and (2) each of (a) the Subsidiary to be so designated and (b) its Subsidiaries has not at the time of designation, and does not 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 Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Event of Default under clauses (a) and (b) of Section 6.01 (or with respect to the Issuer only, clause (f) or Section 6.01(g(g) of Section 6.01) will have occurred and be continuing and either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio Test; (2) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio Test; (3) the Fixed Charge Coverage Ratio for the Issuer would be equal to or greater than such ratio for the Issuer immediately prior to such designation; or

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) 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 Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided: (1) such designation complies with Section 4.07; and (2) each of (a) the Subsidiary to be so designated and (b) its Subsidiaries has not at the time of designation, and does not 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 Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, that immediately after giving effect to such designation, no Event of Default under clauses (a) and (b) of Section 6.01 (or with respect to the Issuer only, clause (f) or Section 6.01(g) of Section 6.01) will have occurred and be continuing and either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio Test; test set forth in Section 4.09(a) (2) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio Test; (3) the “Fixed Charge Coverage Ratio for Test”). Any such designation by the Issuer would will be equal to or greater than such ratio for notified by the Issuer immediately prior to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors or any committee thereof giving effect to such designation; ordesignation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

any Subsidiary of an Unrestricted Subsidiary. The Issuer Borrower may designate any Subsidiary of the Issuer Borrower (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary of Borrower) 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, on any property of, the Issuer Borrower or any other Restricted Subsidiary of the Issuer (other than solely any that is not a Subsidiary of the Subsidiary to be so designated), in each case at the time of such designation; provided: (1) such designation complies with Section 4.07; and (2) each of (a) , however, that the Subsidiary to be so designated and (b) its Subsidiaries has do not at the time of designation, designation have and does do not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer Borrower or any of the Restricted Subsidiaries 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 (other b) if such Subsidiary has consolidated assets greater than Equity Interests in an Unrestricted Subsidiary)$1,000, then such designation would be permitted under Section 7.2. The Issuer Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided thatprovided, however, that immediately after giving effect to such designation, no Event of Default under clauses (a) and (b) of Section 6.01 (or with respect to the Issuer only, clause (f) or Section 6.01(g) of Section 6.01) will have occurred and be continuing and either: (1) the Issuer Borrower could incur at least Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio Test; test set forth in Section 7.1(a) or (2) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio Test; (3) the Fixed Charge Coverage Ratio for the Issuer of Borrower would be equal to or greater no less than such ratio for the Issuer immediately prior to such designation; or, in each case on a pro forma basis taking into account such designation, and

any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) 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 Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated)Subsidiary; provided: provided that (1) such designation complies with Section 4.0710.10; and and (2) each of (a) the Subsidiary immediately after giving effect to be so designated and (b) its Subsidiaries has not at the time of such designation, no Event of Default under clause (1), (2) or (6) of Section 5.01 shall have occurred and does not 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 Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary)be continuing. The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Event of Default under clauses (a) and (b) of Section 6.01 (or with respect to the Issuer only, clause (f) or Section 6.01(g) of Section 6.01) will shall have occurred and be continuing and either: (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to either the Fixed Charge Coverage Ratio Test;test or the Consolidated Total Debt Ratio test described under Section 10.11(a), or (2) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio Test; (3A) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation; or, or (B) the Consolidated Total Debt Ratio would be equal to or less than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.