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

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) 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 Issue 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) the Subsidiary to be so designated has total assets of $1,000,000 or less or (ii) immediately before and after giving effect to such designation: (I) Fedders Corporation could incur $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.04 determined on a Pro Forma Basis; (II) 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 (IV) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.03.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) As of From and after the date of this Indentureoriginal issuance of the Senior Notes, 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 Issue 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) (A) the Subsidiary to be so designated has total assets of $1,000,000 or less or and (iiB) immediately before and after giving effect to such designation: designation on a Pro Forma Basis; (I1) Fedders Corporation the Company could incur $1.00 of additional Indebtedness pursuant to paragraph (aSection 4.07(a) of Section 4.04 hereof determined on a Pro Forma Basis; and (II2) 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 (IVii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to Section 4.034.08 hereof 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.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) As of the date of this Indenture, Trion, Inc., Envirco Corporation, Melcor Corporation, Eubank Manufacturing Enterprises, Inc., Emerson Quiet Kool CoxxxxxxionCorporatxxx, Fedders Xedders Inc., Columbia SpeciaxxxxxSpecialties, Inc.Xxx., Rotorex Company, Inc. and 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 Issue 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) the Subsidiary to be so designated has total assets of $1,000,000 or less or (ii) immediately before and after giving effect to such designation: (I) Fedders Corporation the Company could incur $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.04 determined on a Pro Forma Basis; (II) no Default or Event of Default shall have occurred and be continuing; (III) all Investments made by Fedders Corporation, the Company or by 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 its 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 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.

DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES. (a) 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., all Subsidiaries of the Company and Fedders International, Inc. shall be Restricted Subsidiaries. Subject to the exceptions described below, from and after the Issue DateAugust 18, Fedders Corporation or 1997, the Company may designate any existing or newly formed or acquired Subsidiary as a Non-Restricted Subsidiary; provided that either (i) the Subsidiary to be so designated has total assets of $1,000,000 or less or (ii) immediately before and after giving effect to such designation: (I) Fedders Corporation the Company could incur $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.04 determined on a Pro Forma Basis; (II) no Default or Event of Default shall have occurred and be continuing; (III) all Investments made by Fedders Corporation, the Company or by 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 its 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 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.