Common use of DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES Clause in Contracts

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From and after the date of original issuance of the Senior Notes, the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, provided that (i) either (A) the Subsidiary to be so designated has total assets of $1,000,000 or less or (B) immediately before and after giving effect to such designation on a Pro Forma Basis; (1) the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof determined on a Pro Forma Basis; and (2) no Default or Event of Default shall have occurred and be continuing, and (ii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereof. Any Investment made by the Company or any Restricted Subsidiary which is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (i) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and (ii) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Subsidiary. (b) A Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall not, and shall not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, immediately before and after giving effect to such action, transaction or series of transactions on a Pro Forma Basis, (i) the Company could incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof and (ii) no Default or Event of Default shall have occurred and be continuing. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall be effective as of the date specified in the applicable resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From and after the date of original issuance of the Senior Notes, the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, ; provided that (i) either (A) the Subsidiary to be so designated has total assets of $1,000,000 1.0 million or less or (B) immediately before and after giving effect to such designation on a Pro Forma Basis; : (1) the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof determined on a Pro Forma Basis; and (2) no Default or Event of Default shall have occurred and be continuing, and (ii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereof4.09. Any Investment made by the Company or any Restricted Subsidiary which that is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (i) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and (ii) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Subsidiary. (b) A Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall not, and shall not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, immediately before and after giving effect to such action, transaction or series of transactions on a Pro Forma Basis, (i) the Company could incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof and (ii) no Default or Event of Default shall have occurred and be continuing. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall will be effective as of the date specified in the applicable resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From and after the date of original issuance of the Senior Notes, the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, provided that (i) either (A) the Subsidiary to be so designated has total assets of $1,000,000 or less or (B) immediately before and after giving effect to such designation on a Pro Forma Basis; , (1) the Company could incur $1.00 of additional Indebtedness Indebted ness pursuant to Section 4.07(a4.7(a) hereof determined on a Pro Forma Basis; and (2) no Default or Event of Default shall have occurred and be continuing, or shall occur as a consequence thereof, and (ii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereof4.8. Any Investment made by the Company or any Restricted Subsidiary in a Subsidiary which is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated as a Non-Restricted Subsidiary in the amount of the greater of (i) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and (ii) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Subsidiary. (b) A Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall not, and shall not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, immediately before and after giving effect to such action, transaction or series of transactions on a Pro Forma Basis, (i) the Company could incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a4.7(a) hereof and (ii) no Default or Event of Default shall have occurred and be continuingcontinuing or shall occur as a consequence thereof. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall be effective as of the date specified in the applicable resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee. (d) The sale and transfer of all of the Equity Interests in a foreign Restricted Subsidiary to a Non-Restricted Subsidiary and the subsequent redesignation of such foreign Restricted Subsidiary as a Non-Restricted Subsidiary as contemplated by the definition of "Restricted Subsidiary" will not be considered a redesignation of a Restricted Subsidiary for purposes of this Section 4.16.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From and after As of the date of original issuance this Indenture, all Subsidiaries of the Senior NotesCompany shall be Restricted Subsidiaries. Subject to the exceptions described below, from and after August 18, 1997, the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, ; provided that either (i) either (A) the Subsidiary to be so designated has total assets of $1,000,000 or less or (Bii) immediately before and after giving effect to such designation on a Pro Forma Basis; designation: (1I) the Company could incur $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.07(a) hereof 4.04 determined on a Pro Forma Basis; and (2II) no Default or Event of Default shall have occurred and be continuing, and ; (iiIII) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereof. Any Investment Investments made by the Company or any by a Restricted Subsidiary of the Company in such Restricted Subsidiary which is redesignated from being designated a Non-Restricted Subsidiary prior to or on the date such Restricted Subsidiary is being designated a Non-Restricted Subsidiary shall thereafter be considered have been permitted pursuant to Section 4.06 as having if all of such Restricted Payments had been made on the day such Restricted Subsidiary is designated a Non-Restricted Payment Subsidiary (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (iA) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and date or (iiB) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Restricted Subsidiary; and (IV) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.03. (b) A The Company may redesignate any Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall may not, and shall may not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, immediately before and after giving effect to such action, transaction or series of transactions on a Pro Forma Basistransactions, (i) the Company could incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.07(a) hereof 4.04 on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to shall be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to shall deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall will be effective as of the date specified in the applicable resolution, resolution which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From and after the date of original issuance of the Senior NotesExchange Debenture Issue Date, the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, provided that (i) either (A) the Subsidiary to be so designated has total assets of $1,000,000 1,200,000 or less or (B) immediately before and after giving effect to such designation on a Pro Forma Basis; (1) the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof determined on a Pro Forma Basis; and (2) no Default or Event of Default shall have occurred and be continuing, and (ii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereof. Any Investment made by the Company or any Restricted Subsidiary which is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (i) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and (ii) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Subsidiary. (b) A Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall not, and shall not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, immediately before and after giving effect to such action, transaction or series of transactions on a Pro Forma Basis, (i) the Company could incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof and (ii) no Default or Event of Default shall have occurred and be continuing. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall be effective as of the date specified in the applicable resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From and after the date of original issuance of the Senior Notes, either the Parent or the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, provided that (i) either (A) the Subsidiary to be so designated has total assets of $1,000,000 or less or (B) immediately before and after giving effect to such designation on a Pro Forma Basis; (1) the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof determined on a Pro Forma Basis; and (2) no Default or Event of Default shall have occurred and be continuing, and (ii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereof4.08. Any Investment made by the Company or any Restricted Subsidiary which is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (i) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and (ii) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Subsidiary. (b) A Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall not, and shall not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, immediately before and after giving effect to such action, transaction or series of transactions on a Pro Forma Basis, (i) the Company could incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof and (ii) no Default or Event of Default shall have occurred and be continuing. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall be effective as of the date specified in the applicable resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From Subject to the exceptions set forth below, from and after the date of original issuance of the Senior NotesFirst Supplemental Indenture, the Company may designate any existing or newly formed or acquired Restricted Subsidiary as a Non-Restricted Subsidiary, ; provided that that: (i) either either (A) the Subsidiary to be so designated has total assets of $1,000,000 1.0 million or less or less, or (B) immediately before and after giving effect to such designation designation, on a Pro Forma Basis; , (1) the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof 4.07, determined on a Pro Forma Basis; , and (2) no Default or Event of Default shall have occurred and be continuing, or (C) the Subsidiary to be so designated is organized under the laws of a jurisdiction not within the United States and is sold or transferred to a Non-Restricted Subsidiary in accordance with Section 4.14, and (ii) in any case, all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereof. 4.08. (b) Any Investment investment made by the Company or any Restricted Subsidiary which is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment Investment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated as a Non-Restricted NonRestricted Subsidiary in the amount of the greater of of: (i) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such datedate on a Pro Forma Basis, and and (ii) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Subsidiary. (bc) A Subject to the exceptions set forth below, from and after the date of the First Supplemental Indenture, the Company may designate any existing or newly formed Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall not, and shall not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary ; provided that: (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiaryi) unless, immediately before and after giving effect to such actiondesignation, transaction or series of transactions on a Pro Forma Basis, (i) the Company could incur at least $1.00 any Indebtedness of additional Indebtedness such Non-Restricted Subsidiary in accordance with Section 4.07, and (ii) all transactions whereby such Non-Restricted Subsidiary is designated a Restricted Subsidiary are permitted pursuant to Section 4.07(a) hereof and (ii) 4.08. Any investment made by the Company or any Restricted Subsidiary in such redesignated Non-Restricted Subsidiary will no Default or Event of Default shall have occurred and longer be continuingconsidered to be an outstanding Restricted Investment. (cd) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to shall be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this the Indenture, and the Company is required to shall deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this the Indenture. Such designation shall be effective as of the date specified in the applicable resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee. 1.3 Definition of "Asset Sale."

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From and after the date of original issuance of the Senior Notes, the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, provided that (i) either ) (A) the Subsidiary to be so designated has total assets of $1,000,000 or less or and (B) immediately before and after giving effect to such designation on a Pro Forma Basis; (1) the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof determined on a Pro Forma Basis; and (2) no Default or Event of Default shall have occurred and be continuing, and (ii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereofhereof and (iii) the Subsidiary does not own any preferred Equity Interests issued by a Restricted Subsidiary. Any Investment made by the Company or any Restricted Subsidiary which is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (i) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and (ii) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Subsidiary. (b) A Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall not, and shall not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, if immediately before and after giving effect to such action, transaction such Person would have any preferred Equity Interests outstanding that would not be owned directly or series of transactions on a Pro Forma Basis, (i) indirectly by the Company could incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof and (ii) no Default or Event of Default shall have occurred and be continuingone more Restricted Subsidiaries. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall be effective as of the date specified in the applicable resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From and after the date of original issuance of the Senior PIK Notes, the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, provided that (i) either ) (A) the Subsidiary to be so designated has total assets of $1,000,000 or less or and (B) immediately before and after giving effect to such designation on a Pro Forma Basis; (1) the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof determined on a Pro Forma Basis; and (2) no Default or Event of Default shall have occurred and be continuing, and (ii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereofhereof and (iii) the Subsidiary does not own any preferred Equity Interests issued by a Restricted Subsidiary. Any Investment made by the Company or any Restricted Subsidiary which is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (i) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and (ii) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Subsidiary. (b) A Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall not, and shall not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, if immediately before and after giving effect to such action, transaction such Person would have any preferred Equity Interests outstanding that would not be owned directly or series of transactions on a Pro Forma Basis, (i) indirectly by the Company could incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof and (ii) no Default or Event of Default shall have occurred and be continuingone more Restricted Subsidiaries. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall be effective as of the date specified in the applicable resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From and after the date of original issuance of the Senior Notes, the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, provided that (i) either (A) the Subsidiary to be so designated has total assets of $1,000,000 or less or (B) immediately before and after giving effect to such designation on a Pro Forma Basis; (1) the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof determined on a Pro Forma Basis; and (2) no Default or Event of Default shall have occurred and be continuing, and (ii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereof4.08. Any Investment made by the Company or any Restricted Subsidiary which is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (i) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and (ii) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Subsidiary. (b) A Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall not, and shall not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, immediately before and after giving effect to such action, transaction or series of transactions on a Pro Forma Basis, (i) the Company could incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof and (ii) no Default or Event of Default shall have occurred and be continuing. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall be effective as of the date specified in the applicable resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From As of the date of this Indenture, Trion, Inc., Envirco Corporation, Melcor Corporation, Eubank Manufacturing Enterprises, Inc., Emerson Quiet Kool Coxxxxxxion, Fedders Inc., Columbia Speciaxxxxx, Inc., Rotorex Company, Inc. Fedders Outlet, Inc., Fedders Eubank Company, Inc., Fedders Addison Company, Inc., Fedders Xxxxxxaire, Inc., Island Metal Fabricating, Inc., the Company and Fedders International, Inc. shall be Restricted Subsidiaries. Subject to the exceptions described below, from and after the date of original issuance of the Senior NotesIssue Date, Fedders Corporation or the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, ; provided that either (i) either (A) the Subsidiary to be so designated has total assets of $1,000,000 or less or (Bii) immediately before and after giving effect to such designation on a Pro Forma Basis; designation: (1I) the Company Fedders Corporation could incur $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.07(a) hereof 4.04 determined on a Pro Forma Basis; and (2II) no Default or Event of Default shall have occurred and be continuing; (III) all Investments made by Fedders Corporation, the Company or a Restricted Subsidiary of Fedders Corporation or the Company in such Restricted Subsidiary which is being designated a Non-Restricted Subsidiary prior to or on the date such Restricted Subsidiary is being designated a Non-Restricted Subsidiary shall have been permitted pursuant to Section 4.06 as if all of such Restricted Payments had been made on the day such Restricted Subsidiary is designated a Non-Restricted Subsidiary (to the extent not previously included as a Restricted Payment) in the amount of the greater of (A) the fair market value (as determined by the Fedders Corporation Board of Directors or the Board of Directors, as the case may be, in good faith) of the Equity Interests of such Subsidiary held by Fedders Corporation, the Company and the Restricted Subsidiaries on such date or (B) the amount of the Investments determined in accordance with GAAP made by Fedders Corporation, the Company and any of the Restricted Subsidiaries in such Restricted Subsidiary; and (iiIV) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereof. Any Investment made by the Company or any Restricted Subsidiary which is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (i) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and (ii) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Subsidiary4.03. (b) A Fedders Corporation and the Company may redesignate any Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Fedders Corporation and the Company shall may not, and shall may not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, immediately before and after giving effect to such action, transaction or series of transactions on a Pro Forma Basistransactions, (i) the Company Fedders Corporation could incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.07(a) hereof 4.04 on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to shall be made by a resolution adopted by a majority of the Fedders Corporation Board of Directors or the Board of Directors, as the Company case may be, stating that the Fedders Corporation Board of Directors or the Board of Directors has made such designation in accordance with this Indenture, and Fedders Corporation or the Company is required to Company, as the case may be, shall deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall will be effective as of the date specified in the applicable resolution, resolution which may not be before the date the applicable Officers' Certificate is delivered to the Trustee." SECTION 2.10 Amendment to Section 4.17

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From and after the date of original issuance of the Senior Notes, the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, provided that (i) either (A) the Subsidiary to be so designated has total assets of $1,000,000 _________ or less or (B) immediately before and after giving effect to such designation on a Pro Forma Basis; (1) the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof determined on a Pro Forma Basis; and (2) no Default or Event of Default shall have occurred and be continuing, and (ii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereof. Any Investment made by the Company or any Restricted Subsidiary which is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (i) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and (ii) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Subsidiary. (b) A Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall not, and shall not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, immediately before and after giving effect to such action, transaction or series of transactions on a Pro Forma Basis, (i) the Company could incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof and (ii) no Default or Event of Default shall have occurred and be continuing. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall be effective as of the date specified in the applicable resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From and after the date of original issuance of the Senior Notes, the Company Holdings may designate any existing or newly formed or acquired Subsidiary as a Non-Non- Restricted Subsidiary, ; provided that (i) either (A) the Subsidiary to be so designated has total assets of $1,000,000 1.0 million or less or (B) immediately before and after giving effect to such designation on a Pro Forma Basis; : (1) the Company Holdings could incur $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof determined on a Pro Forma Basis; and (2) no Default or Event of Default shall have occurred and be continuing, and (ii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereof4.08. Any Investment made by the Company Holdings or any Restricted Subsidiary which that is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (i) the fair market value (as determined by the Board of Directors of the Company Holdings in good faith) of the Equity Interests of such Subsidiary held by the Company Holdings and its Restricted Subsidiaries on such date, and (ii) the amount of the Investments determined in accordance with GAAP made by the Company Holdings and any of its Restricted Subsidiaries in such Subsidiary. (b) A Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company Holdings shall not, and shall not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, immediately before and after giving effect to such action, transaction or series of transactions on a Pro Forma Basis, (i) the Company Holdings could incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof and (ii) no Default or Event of Default shall have occurred and be continuing. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to be made by a resolution adopted by a majority of the Board of Directors of the Company Holdings stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company Holdings is required to deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall will be effective as of the date specified in the applicable resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From As of the date of this Indenture, Trion, Inc., Envirco Corporation, Melcor Corporation, Eubank Manufacturing Enterprises, Inc., Emerson Quiet Kool Corporatxxx, Xedders Inc., Columbia Specialties, Xxx., Rotorex Company, Inc. and Fedders Outlet, Inc. shall be Restricted Subsidiaries. Subject to the exceptions described below, from and after the date of original issuance of the Senior NotesIssue Date, the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, ; provided that either (i) either (A) the Subsidiary to be so designated has total assets of $1,000,000 or less or (Bii) immediately before and after giving effect to such designation on a Pro Forma Basis; designation: (1I) the Company could incur $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.07(a) hereof 4.04 determined on a Pro Forma Basis; and (2II) no Default or Event of Default shall have occurred and be continuing, and ; (iiIII) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 hereof. Any Investment Investments made by the Company or any by a Restricted Subsidiary of the Company in such Restricted Subsidiary which is redesignated from being designated a Non-Restricted Subsidiary prior to or on the date such Restricted Subsidiary is being designated a Non-Restricted Subsidiary shall thereafter be considered have been permitted pursuant to Section 4.06 as having if all of such Restricted Payments had been made on the day such Restricted Subsidiary is designated a Non-Restricted Payment Subsidiary (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (iA) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and date or (iiB) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Restricted Subsidiary; and (IV) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.03. (b) A The Company may redesignate any Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall may not, and shall may not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, immediately before and after giving effect to such action, transaction or series of transactions on a Pro Forma Basistransactions, (i) the Company could incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.07(a) hereof 4.04 on a Pro Forma Basis and (ii) no Default or Event of Default shall have occurred and be continuing. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to shall be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to shall deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall will be effective as of the date specified in the applicable resolution, resolution which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) From Subject to the exceptions described below, from and after the date of original issuance of the Senior Notes, the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary, ; provided that (i) either (A) the Subsidiary to be so designated has total assets of $1,000,000 or less or (B) immediately before and after giving effect to such designation on a Pro Forma Basis; : (1) the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.07(a4.09(a) hereof hereof, determined on a Pro Forma Basis; , and (2) no Default or Event of Default shall have occurred and be continuing, and (ii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.08 4.11 hereof. Any Investment made by the Company or any Restricted Subsidiary which is redesignated from a Restricted Subsidiary to a Non-Restricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the greater of (i) the fair market value (as determined by the Board of Directors of the Company in good faith) of the Equity Interests of such Subsidiary held by the Company and its Restricted Subsidiaries on such date, and (ii) the amount of the Investments determined in accordance with GAAP made by the Company and any of its Restricted Subsidiaries in such Subsidiary. (b) A Non-Restricted Subsidiary may be redesignated as a Restricted Subsidiary. The Company shall may not, and shall may not permit any Restricted Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person becoming a Restricted Subsidiary (whether through an acquisition, the redesignation of a Non-Non- Restricted Subsidiary or otherwise, but not including through the creation of a new Restricted Subsidiary) unless, immediately before and after giving effect to such action, transaction or series of transactions on a Pro Forma Basis, (ia) the Company could incur at least $1.00 of additional Indebtedness pursuant to the first sentence of Section 4.07(a4.09(a) hereof and (iib) no Default or Event of Default shall have occurred and be continuing. (c) The designation of a Subsidiary as a Restricted Subsidiary or the removal of such designation is required to be made by a resolution adopted by a majority of the Board of Directors of the Company stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to deliver to the Trustee such resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation shall will be effective as of the date specified in the applicable resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.