Common use of Conditions to Designation Clause in Contracts

Conditions to Designation. The Company may designate after the Closing Date any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) as an Unrestricted Subsidiary (a “Designation”) only if: (i) no Default or Event of Default has occurred and is continuing immediately after giving effect to such Designation; (ii) the Person to be so designated and its Subsidiaries do not at the time of Designation own any Equity Interest issued by or Indebtedness of, or own or hold any Lien securing Indebtedness for borrowed money secured by a Lien on any Property of, the Company or any other Subsidiary of the Company that is not an Unrestricted Subsidiary (or after giving effect to any concurrent designation as an Unrestricted Subsidiary, will not be an Unrestricted Subsidiary); (iii) the Person to be so designated and its Subsidiaries do not at the time of Designation have any Indebtedness pursuant to which the lender thereunder has recourse to any of the Property of the Company or any of its Subsidiaries that are not Unrestricted Subsidiaries; (iv) the Subsidiary or other Person to be so designated has not, prior to the date of such Designation, received (other than de minimis amounts not to exceed $25,000 in the aggregate) any Investment by any Credit Party other than any Non-Recourse Investment Assets or Investments made pursuant to Section 4.35(s) (with the exception of the Hydro-Carbon Subsidiary, which may also receive and own the Property constituting the Hydro-Carbon Investment); and (v) the Collateral Trustee, on behalf of the Secured Parties, is granted a perfected first priority security interest (subject to certain of the Permitted Liens) in all of the Equity Interests of such Unrestricted Subsidiaries (or, alternatively, of a holding company that owns 100% of the interests in such Unrestricted Subsidiaries that are indirectly owned by such Credit Party) owned by the Credit Parties (other than to the extent constituting Excluded Property); provided that none of the Credit Parties as of the Closing Date shall be permitted to be Designated as an Unrestricted Subsidiary at any time. Each Designation must be evidenced by promptly delivering to the Trustee a Board Resolution of the Board of Directors of the Company giving effect to such Designation and an Officers’ Certificate certifying compliance with the preceding provisions.

Conditions to Designation. The Company may designate after designation by the Closing Date Borrower of any Restricted Subsidiary as an Additional Borrower hereunder shall be subject to the satisfaction of the Company following conditions (including any newly acquired or newly formed Subsidiary delivery to the Administrative Agent of the Companyfollowing documents, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance or may be waived by the Administrative Agent in its sole discretion) as an Unrestricted Subsidiary and such designation shall become effective on the date on which all such conditions are satisfied (a “Designation”) only if:or so waived): 1. the Administrative Agent shall have received: (i) for wholly-owned Restricted Subsidiaries incorporated in an Approved Jurisdiction, the consent of Lenders having Credit Exposures and unused Commitments representing at least 75% of the sum of the total Credit Exposures and unused Commitments at such time; and (ii) for any other Restricted Subsidiaries not wholly-owned or not incorporated in an Approved Jurisdiction, the consent of all Lenders; for the avoidance of doubt, no Restricted Subsidiary that is organized or operating in a Sanctioned Country shall be permitted to become an Additional Borrower; 2. the Borrower shall confirm that, immediately prior to and after giving effect to such designation, no Default or Event of Default has shall have occurred and is continuing immediately after giving effect to such Designationbe continuing; 3. the Administrative Agent shall have received: a. an Additional Borrower Joinder Agreement, duly completed and executed by the Borrower, such Additional Borrower and the Administrative Agent. Delivery of an Additional Borrower Joinder Agreement shall constitute 0010146-0000535 NYO1: 2000703970 .84 confirmation by the relevant Restricted Subsidiary that the Repeating Representations are true and correct in relation to it as of the date of delivery, as if made by reference to the facts and circumstances then existing; a. a copy of the constitutional documents of such Restricted Subsidiary, together with all amendments thereto; b. in the case of a Restricted Subsidiary incorporated in Luxembourg only, (i) a copy of an excerpt from the Luxembourg Register of Commerce and Companies dated as of the date of the Additional Borrower Joinder Agreement and (ii) a copy of a certificate of non-inscription of judicial decisions (certificat de non-inscription d'une décision judiciaire) from the Luxembourg Register of Commerce and Companies dated the date of the Additional Borrower Joinder Agreement; c. copies of the resolutions of the board of directors of such Restricted Subsidiary authorizing (i) the Transactions and approving the terms of, and the transactions contemplated by, the Additional Borrower Joinder Agreement and the Loan Documents, (ii) the Person to be so designated Additional Borrower's execution and its Subsidiaries do not at the time of Designation own any Equity Interest issued by or Indebtedness of, or own or hold any Lien securing Indebtedness for borrowed money secured by a Lien on any Property of, the Company or any other Subsidiary delivery of the Company that is not an Unrestricted Subsidiary (or after giving effect to any concurrent designation as an Unrestricted Subsidiary, will not be an Unrestricted Subsidiary); (iii) Additional Borrower Joinder Agreement and the Person to be so designated and its Subsidiaries do not at the time of Designation have any Indebtedness pursuant to which the lender thereunder has recourse to any of the Property of the Company or any of its Subsidiaries that are not Unrestricted Subsidiaries; (iv) the Subsidiary or other Person to be so designated has not, prior to the date of such Designation, received (other than de minimis amounts not to exceed $25,000 in the aggregate) any Investment by any Credit Party other than any Non-Recourse Investment Assets or Investments made pursuant to Section 4.35(s) (with the exception of the Hydro-Carbon Subsidiary, which may also receive and own the Property constituting the Hydro-Carbon Investment); and (v) the Collateral Trustee, on behalf of the Secured Parties, is granted a perfected first priority security interest (subject to certain of the Permitted Liens) in all of the Equity Interests of such Unrestricted Subsidiaries (or, alternatively, of a holding company that owns 100% of the interests in such Unrestricted Subsidiaries that are indirectly owned by such Credit Party) owned by the Credit Parties (other than to the extent constituting Excluded Property); provided that none of the Credit Parties as of the Closing Date shall be permitted to be Designated as an Unrestricted Subsidiary at any time. Each Designation must be evidenced by promptly delivering to the Trustee a Board Resolution of the Board of Directors of the Company giving effect to such Designation and an Officers’ Certificate certifying compliance with the preceding provisions.applicable Loan Documents,

Conditions to Designation. The Company may designate after the Closing Date any Domestic Subsidiary of the Company (including any newly acquired or newly formed Domestic Subsidiary of the Company) as an Unrestricted Subsidiary (a “Designation”) only if: (i) no Default or Event of Default has occurred and is continuing immediately after giving effect to such Designation; (ii) the Person to be so designated and its Subsidiaries do not at the time of Designation own any Equity Interest issued by or Indebtedness of, or own or hold any Lien securing Indebtedness for borrowed money secured by a Lien on any Property of, the Company or any other Subsidiary of the Company that is not an Unrestricted Subsidiary (or after giving effect to any concurrent designation as an Unrestricted Subsidiary, will not be an Unrestricted Subsidiary); (iii) the Person to be so designated and its Subsidiaries do not at the time of Designation have any Indebtedness pursuant to which the lender thereunder has recourse to any of the Property of the Company or any of its Subsidiaries that are not Unrestricted Subsidiaries; (iv) the Subsidiary or other Person to be so designated has not, prior to the date of such Designation, (x) received (other than de minimis amounts not to exceed $25,000 in the aggregate) any Investment by any Credit Party other than (A) any Non-Recourse Investment Assets or Investments made pursuant to Section 4.35(s) and (B) any Investment made pursuant to Section 4.35(x) or (y) (1) received Property as a result of a Disposition from a Credit Party or (2) been party to a Disposition with a Credit Party whereby the exception of Credit Party received Property from such Subsidiary or Person, in either case, on terms that are less favorable to such Credit Party, than those that might be obtained at the Hydro-Carbon time from a Person who is not an Affiliate or Subsidiary, which may also receive and own the Property constituting the Hydro-Carbon Investment); and (v) subject in each case to certain of the Permitted Liens and subject to Section 4.47(c), the Collateral Trustee, on behalf of the Secured Parties, is granted a perfected first priority security interest (subject to certain of the Permitted Liens) in all of the Equity Interests of such Unrestricted Subsidiaries (or, alternatively, of a holding company that owns 100% of the interests in such Unrestricted Subsidiaries that are indirectly owned by such Credit Party) owned by the Credit Parties or, in the case of any Domestic Subsidiary of such Unrestricted Subsidiary, in all of the Equity Interests of such Subsidiary that is owned by such Unrestricted Subsidiary (in each case, other than to the extent constituting Excluded Property); provided that none of the Credit Parties as of the Closing Date shall be permitted to be Designated as an Unrestricted Subsidiary at any time. Each Designation must be evidenced by promptly delivering to the Trustee a Board Resolution of the Board of Directors of the Company giving effect to such Designation and an Officers’ Certificate certifying compliance with the preceding provisions. Each Domestic Subsidiary of an Unrestricted Subsidiary shall be deemed to be an Unrestricted Subsidiary so long as (A) each of the requirements set forth in clauses (i) through (v) of this clause (a) have been satisfied upon the formation or acquisition of such Subsidiary and at all times thereafter, and such Unrestricted Subsidiary delivers to the Trustee an Officers’ Certificate certifying compliance with such provisions and (B) in the case of any Domestic Subsidiary of an Unrestricted Subsidiary that is a Domestic Subsidiary, the Unrestricted Subsidiary that owns the Equity Interests in such Subsidiary grants to the Collateral Trustee (for the ratable benefit of the Secured Parties) a first priority perfected security interest in such Equity Interests (subject to certain of the Permitted Liens and subject to clause (c) of this Section 4.47) and otherwise satisfies the requirements herein and in the other Security Documents with respect to such pledge (including, without limitation, Section 4.21 and Section 4.41 hereof).

Conditions to Designation. The Company may designate after the Closing Date any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) or any other Person in which it owns an Equity Interest (regardless of whether such Person constitutes a Subsidiary) as an Unrestricted Subsidiary (a “Designation”) only if: (i) no Default or Event of Default has occurred and is continuing immediately after giving effect to such Designation; (ii) the Person to be so designated and its Subsidiaries do not at the time of Designation own any Equity Interest issued by or Indebtedness of, or own or hold any Lien securing Indebtedness for borrowed money secured by a Lien on any Property of, the Company or any other Subsidiary of the Company that is not an Unrestricted Subsidiary (or after giving effect to any concurrent designation as an Unrestricted Subsidiary, will not be an Unrestricted Subsidiary); (iii) the Person to be so designated and its Subsidiaries do not at the time of Designation have any Indebtedness pursuant to which the lender thereunder has recourse to any of the Property of the Company or any of its Subsidiaries that are not Unrestricted Subsidiaries; (iv) the Subsidiary or other Person to be so designated has not, prior to the date of such Designation, received (other than de minimis amounts not to exceed $25,000 in the aggregate) any Investment by any Credit Party other than any Non-Recourse Investment Assets or Investments made pursuant to Section 4.35(s) (with the exception of the Hydro-Carbon Subsidiary, which may also receive […***…]; and own the Property constituting the Hydro-Carbon Investment); and* (v) the Collateral Trustee, on behalf of the Secured Parties, is granted a perfected first priority security interest (subject to certain of the Permitted Liens) in all of the Equity Interests of such Unrestricted Subsidiaries (or, alternatively, of a holding company that owns 100% of the interests in such Unrestricted Subsidiaries that are indirectly owned by such Credit Party) owned by the Credit Parties (other than to the extent constituting Excluded Property); provided that none of the Credit Parties as of the Closing Date shall be permitted to be Designated as an Unrestricted Subsidiary at any time. Each Designation must be evidenced by promptly delivering to the Trustee a Board Resolution of the Board of Directors of the Company giving effect to such Designation and an Officers’ Certificate certifying compliance with the preceding provisions.

Conditions to Designation. The Company Borrower may designate after the Closing Date any Subsidiary of the Company Borrower (including any newly acquired or newly formed Subsidiary of the CompanyBorrower) or any other Person in which it owns an Equity Interest (regardless of whether such Person constitutes a Subsidiary) as an Unrestricted Excluded Subsidiary (a “Designation”) only if: (i) no Default or Event of Default has occurred and is continuing immediately after giving effect to such Designation; (ii) the Person to be so designated and its Subsidiaries do not at the time of Designation own any Equity Interest issued by or Indebtedness Debt of, or own or hold any Lien securing Indebtedness Debt for borrowed money secured by a Lien on any Property of, the Company Borrower or any other Subsidiary of the Company Borrower that is not an Unrestricted Excluded Subsidiary (or after giving effect to any concurrent designation as an Unrestricted Excluded Subsidiary, will not be an Unrestricted Excluded Subsidiary); (iii) the Person to be so designated and its Subsidiaries do not at the time of Designation have any Indebtedness Debt pursuant to which the lender thereunder has recourse to any of the Property of the Company Borrower or any of its Subsidiaries that are not Unrestricted Excluded Subsidiaries; (iv) the Subsidiary or other Person to be so designated has not, prior to the date of such Designation, received (other than de minimis amounts not to exceed $25,000 in the aggregate) any Investment by any Credit Party other than any Non-Recourse Investment Assets or Investments made pursuant to Section 4.35(s6.7(s) (with the exception of the Hydro-Carbon Subsidiary, which may also receive [...***...]; and own the Property constituting the Hydro-Carbon Investment); and* (v) the Collateral TrusteeAdministrative Agent, on behalf of the Secured Parties, is granted a perfected first priority security interest (subject to certain of the Permitted Liens) in all of the Equity Interests of such Unrestricted Excluded Subsidiaries (or, alternatively, of a holding company that owns 100% of the interests in such Unrestricted Excluded Subsidiaries that are indirectly owned by such Credit Party) owned by the Credit Parties (other than to the extent constituting Excluded Property); provided that none of the Credit Parties as of the Closing Date shall be permitted to be Designated as an Unrestricted Excluded Subsidiary at any time. Each Designation must be evidenced by promptly delivering to the Trustee a Board Resolution of the Board of Directors of the Company giving effect to such Designation and an Officers’ Certificate certifying compliance with the preceding provisions.