Common use of Designation of Restricted Subsidiaries Clause in Contracts

Designation of Restricted Subsidiaries. The Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate any Restricted Subsidiary as an Unrestricted Subsidiary by providing to the holders of Notes a Notice of Designation in the form attached hereto as Exhibit 9.9; provided that: (a) no Default or Event of Default (including as determined by a Current Financial Covenant Testing) will exist immediately following such designation, and the Company shall have provided an Officer’s Certificate to that effect at the time it provides such notice; (b) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Lien may have existed as of the date of the Original Note Agreement; (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) any Restricted Subsidiary that was previously designated as an Unrestricted Subsidiary shall not be redesignated as a Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation.

Designation of Restricted Subsidiaries. The Company may designate any Unrestricted Subsidiary So long as a Restricted Subsidiary no Default or Event of Default has occurred and may designate is continuing, at the option of the Borrower, on prior written notice to the Administrative Agent, redesignate any Restricted Subsidiary as an Unrestricted Subsidiary by providing to the holders of Notes a Notice of Designation in the form attached hereto (or designate any newly formed or acquired Subsidiary as Exhibit 9.9an Unrestricted Subsidiary; provided that: (a) no Default that such formation or Event of Default (including acquisition is otherwise permitted hereunder), so long as determined by a Current Financial Covenant Testing) will exist immediately following such designation, and the Company shall have provided an Officer’s Certificate to Administrative Agent reasonably determines that effect at the time it provides of such notice; proposed designation (b) in the case of the designation of an Unrestricted Subsidiary or redesignation, as a Restricted Subsidiary applicable), and after giving effect thereto, all existing Liens the Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated or redesignated, as applicable, as an Unrestricted Subsidiary) (i) individually represent less than two and one half percent (2.5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such Restricted Subsidiary so designated shall be permitted within date and (B) the applicable limitations Consolidated assets of Section 10.4, notwithstanding that any such Lien may have existed the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (ii) collectively represent in the aggregate less than five percent (5%) of each of (A) the Consolidated EBITDA of the Original Note Agreement; Borrower and its Subsidiaries for the four (c4) in consecutive fiscal quarters most recently ended prior to such date and (B) the case Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of such written notice. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of such designation in an amount equal to the net book value of the Borrower and after giving effect thereto, (i) such its Restricted Subsidiaries’ Investment therein. No Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) any Restricted Subsidiary that it was previously designated as an Unrestricted Subsidiary Subsidiary. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (d) and subsection (c) of this Section EBITDA (and all components thereof) shall not be redesignated as a Restricted Subsidiary if a Default or Event calculated to include the Borrower and each of Default its Subsidiaries (other than any Permitted Franchisee Financing SPE ), including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any each Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation.Subsidiary

Designation of Restricted Subsidiaries. The Company Borrower may designate at any Unrestricted Subsidiary as a Restricted Subsidiary and may time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary by providing upon written notice to the holders of Notes a Notice of Designation in the form attached hereto as Exhibit 9.9Administrative Agent; provided that: that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (including as determined by a Current Financial Covenant Testingb) will exist immediately following after giving effect to such designation, and the Company Borrower shall have provided an Officer’s Certificate be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 6.16, and, as a condition precedent to that effect at the time it provides effectiveness of any such notice; designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with such financial covenants, (bc) in the case of the designation of no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (d) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness and (e) at all times the aggregate Consolidated EBITDA of the Borrower and its Restricted Subsidiaries shall equal at least 90% of the Consolidated EBITDA of the Borrower and its Subsidiaries (if the Borrower is at any time in violation of this clause (e) it shall immediately designate an Unrestricted Subsidiary and or Unrestricted Subsidiaries, as applicable, as Restricted Subsidiaries to the extent necessary so that after giving effect theretoto such designation(s) the Borrower is in compliance with this clause (e)); provided, all existing Liens of such Restricted further, that it is understood and agreed, that no Borrower or Subsidiary so Guarantor may be designated shall as an Unrestricted Subsidiary unless it is not required to be permitted within a Subsidiary Guarantor pursuant to the applicable limitations of Section 10.4, notwithstanding that any such Lien may have existed as of the date of the Original Note Agreement; (c) in the case of the terms hereof. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, the Funding Date shall constitute (i) such Unrestricted Subsidiary so designated shall not, directly an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or indirectly, own its Restricted Subsidiaries’ (as applicable) Investments therein and (B) the incurrence at the time of designation of any Indebtedness or Capital Stock Liens of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) any Restricted Subsidiary that was previously designated as an Unrestricted Subsidiary shall not be redesignated as a Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to existing at such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designationtime.

Designation of Restricted Subsidiaries. The Company board of directors of the Borrower may at any time designate any Restricted Subsidiary (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Total Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02) as of the last day of the most recently ended Test Period shall be less than or equal to the applicable ratio set forth in Section 7.02(e) for the fiscal quarter in which such Test Period ends and (iii) as a condition precedent to such designation, the Borrower shall have delivered to the Administrative Agent an officer’s certificate setting forth (in reasonable detail) the calculations demonstrating compliance with preceding clause (ii). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as determined by the Borrower in good faith of the Borrower’s or the applicable Restricted Subsidiary’s (as applicable) Investment therein, and such Investment shall be permitted by Section 7.02(h) at such time. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Debt or Liens of such Subsidiary existing at such time and may designate a return on any Restricted Subsidiary as an Investment by the Borrower in Unrestricted Subsidiary by providing Subsidiaries pursuant to the holders of Notes a Notice of Designation preceding sentence in an amount equal to the form attached hereto as Exhibit 9.9; provided that: (a) no Default or Event of Default (including fair market value as determined by a Current Financial Covenant Testing) will exist immediately following such designation, and the Company shall have provided an Officer’s Certificate to that effect Borrower in good faith at the time it provides date of such notice; (b) in the case designation of the designation of an Borrower’s or the applicable Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary as that has been re-designated a Restricted Subsidiary and after giving effect thereto, all existing Liens of such Restricted Subsidiary so designated shall may not be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Lien may have existed as of the date of the Original Note Agreement; (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) any Restricted Subsidiary that was previously subsequently re-designated as an Unrestricted Subsidiary shall not be redesignated as a Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designationSubsidiary.

Designation of Restricted Subsidiaries. The Company may designate any Unrestricted Subsidiary So long as a Restricted Subsidiary no Default or Event of Default has occurred and may designate is continuing, on prior written notice to the Administrative Agent, redesignate any Restricted Subsidiary as an Unrestricted Subsidiary by providing to the holders of Notes a Notice of Designation in the form attached hereto (or designate any newly formed or acquired Subsidiary as Exhibit 9.9an Unrestricted Subsidiary; provided that: (a) no Default that such formation or Event of Default (including acquisition is otherwise permitted hereunder), so long as determined by a Current Financial Covenant Testing) will exist immediately following such designation, and the Company shall have provided an Officer’s Certificate to Administrative Agent reasonably determines that effect at the time it provides of such notice; proposed designation (b) in the case of the designation of an Unrestricted Subsidiary or redesignation, as a Restricted Subsidiary applicable), and after giving effect thereto, the Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated or redesignated, as applicable, as an Unrestricted Subsidiary) (i) individually represent less than two and one half percent (2.5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all existing Liens Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.4Borrower and its Subsidiaries (notwithstanding any definition thereof, notwithstanding that any such Lien may have existed calculated to include all Unrestricted Subsidiaries) as of the most recently ended fiscal quarter prior to such date of the Original Note Agreement; (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by collectively represent in the Company aggregate less than five percent (5%) of each of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) the Consolidated assets of the Restricted Subsidiary so designatedBorrower and its Subsidiaries (notwithstanding any definition thereof, and must be permitted under Section 10.11; (dcalculated to include all Unrestricted Subsidiaries) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) any Restricted Subsidiary that was previously designated as an Unrestricted Subsidiary shall not be redesignated as a Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately the most recently ended fiscal quarter prior to such designation; and date. Such designation (for redesignation, as applicable) any Unrestricted Subsidiary that was previously designated as shall have an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designationwritten notice.

Designation of Restricted Subsidiaries. The Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary by providing Subsidiary; provided that: (a) the Company shall have given (i) not less than 30 days’ prior written notice to the holders of the Notes that a Notice Senior Financial Officer will make such designation or re-designation of Designation in an existing Subsidiary and (ii) not more than 10 days following, written notice to the form attached hereto holders of the Notes of a designation of a newly acquired Subsidiary as Exhibit 9.9; provided that: Restricted Subsidiary, (ab) at the time of such designation or redesignation and immediately after giving effect thereto, no Default or Event of Default would exist, (including c) in the case of the designation of a Restricted Subsidiary as determined by a Current Financial Covenant Testing) will exist immediately following an Unrestricted Subsidiary and after giving effect thereto, such designationUnrestricted Subsidiary so designated shall not, directly or indirectly, own any Debt or capital stock of the Company or any Restricted Subsidiary, and the Company shall have provided an Officer’s Certificate to that effect at the time it provides such notice; (bd) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.3(b) at the time of such designation and all existing Liens of such Restricted Subsidiary so designated shall be permitted within deemed to be incurred under Section 10.4 at the applicable limitations time of Section 10.4such designation, notwithstanding that any such Priority Debt or Lien may have existed as of the date of the Original Note Agreement; (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) any Restricted Subsidiary that was previously designated as an Unrestricted Subsidiary shall not be redesignated as a Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designationClosing.

Designation of Restricted Subsidiaries. The Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary by providing Subsidiary; provided that: (a) the Company shall have given not less than 30 days’ prior written notice to the holders of the Notes that a Notice Senior Financial Officer has made such determination, (b) at the time of Designation in the form attached hereto as Exhibit 9.9; provided that: (a) such designation or redesignation and immediately after giving effect thereto, no Default or Event of Default would exist, (including c) in the case of the designation of a Restricted Subsidiary as determined by a Current Financial Covenant Testing) will exist immediately following an Unrestricted Subsidiary and after giving effect thereto, such designationUnrestricted Subsidiary so designated shall not, and directly or indirectly, own any Debt or capital stock of the Company shall have provided an Officer’s Certificate to that effect at the time it provides such notice; or any Restricted Subsidiary, (bd) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be permitted within the limitations of Section 10.3(b) and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Priority Debt or Lien may have existed as of the date of the Original Note Agreement; Closing, (ce) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) not at any Restricted Subsidiary that was time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not be redesignated at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designationmore than once.

Designation of Restricted Subsidiaries. The Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary by providing Subsidiary; provided that: (a) the Company shall have given not less than 30 days’ prior written notice to the holders of the Notes that a Notice of Designation in Senior Financial Officer has made such determination, (b) immediately after giving effect to the form attached hereto designation or redesignation, as Exhibit 9.9; provided that: (a) the case may be, no Default or Event of Default would exist, (including c) in the case of the designation of a Restricted Subsidiary as determined by a Current Financial Covenant Testing) will exist immediately following an Unrestricted Subsidiary and after giving effect thereto, such designationUnrestricted Subsidiary so designated shall not, and the Company shall have provided an Officer’s Certificate to directly or indirectly, own any Debt (other than Debt that effect could at the time it provides of such notice; designation be incurred within the limitations of this Agreement) or capital stock of the Trust or any Restricted Subsidiary, (bd) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be permitted within the limitations of Section 10.3(b) and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Priority Debt or Lien may have existed as of the date of the Original Note Agreement; Closing, (ce) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) not at any Restricted Subsidiary that was time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not be redesignated at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designationmore than once.

Designation of Restricted Subsidiaries. The Company may designate any Unrestricted Subsidiary So long as a Restricted Subsidiary no Default or Event of Default has occurred and may designate is continuing, the Borrower shall be permitted, on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary by providing to the holders of Notes a Notice of Designation in the form attached hereto (or designate any newly formed or acquired Subsidiary as Exhibit 9.9an Unrestricted Subsidiary; provided that: (a) no Default that such formation or Event of Default (including acquisition is otherwise permitted hereunder), so long as determined by a Current Financial Covenant Testing) will exist immediately following such designation, and the Company shall have provided an Officer’s Certificate to Administrative Agent reasonably determines that effect at the time it provides of such notice; proposed designation (b) in the case of the designation of an Unrestricted Subsidiary or redesignation, as a Restricted Subsidiary applicable), and after giving effect thereto, all existing Liens Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated or redesignated, as applicable, as an Unrestricted Subsidiary) represent no more than thirty percent (30%) of the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries, but excluding Non-Recourse Debt Service) for the four (4) consecutive Fiscal Quarters most recently ended prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Lien may have existed written notice. Effective as of the date of Acquisition Date, the Original Note Agreement; (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted CPT Acquisition Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of its Subsidiaries existing on the Company or any Restricted Subsidiary, and (ii) such designation Closing Date shall be deemed Restricted Subsidiaries, subject to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under this Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) any Restricted Subsidiary that was previously designated as an Unrestricted Subsidiary shall not be redesignated as a Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation9.11(d).

Designation of Restricted Subsidiaries. The Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary by providing Subsidiary; provided that: (a) the Company shall have given not less than 10 days’ prior written notice to the holders of the Notes that a Notice Senior Financial Officer has made such determination, (b) at the time of Designation in the form attached hereto as Exhibit 9.9; provided that: (a) such designation or redesignation and immediately after giving effect thereto, no Default or Event of Default (including as determined by a Current Financial Covenant Testing) will exist immediately following such designationwould exist, and the Company shall have provided an Officer’s Certificate to that effect at the time it provides such notice; (b) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Lien may have existed as of the date of the Original Note Agreement; (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock capital stock of the Company or any Restricted Subsidiary, Subsidiary and (ii) such designation shall be deemed to be a sale of assets and shall be permitted by the Company provisions of Section 10.8(b), (d) in the case of the assets designation of the an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Liens of such Restricted Subsidiary so designated, and must designated shall be permitted under within the applicable limitations of Section 10.11; 10.5, notwithstanding that any such Lien existed as of the date of Closing, (de) if required by Section 9.10in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each such Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) not at any Restricted Subsidiary that was time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not be redesignated at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designationmore than once.

Designation of Restricted Subsidiaries. The Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary by providing Subsidiary; provided that: (a) the Company shall have given not less than 30 days’ prior written notice to the holders of the Notes that a Notice of Designation in Senior Financial Officer has made such determination, (b) immediately after giving effect to the form attached hereto designation or redesignation, as Exhibit 9.9; provided that: (a) the case may be, no Default or Event of Default would exist, (including c) in the case of the designation of a Restricted Subsidiary as determined by a Current Financial Covenant Testing) will exist immediately following an Unrestricted Subsidiary and after giving effect thereto, such designationUnrestricted Subsidiary so designated shall not, and the Company shall have provided an Officer’s Certificate to directly or indirectly, own any Debt (other than Debt that effect could at the time it provides of such notice; designation be incurred within the limitations of this Agreement) or capital stock of the Trust or any Restricted Subsidiary, (bd) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be permitted within the limitations of Section 10.3(b) and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Priority Debt or Lien may have existed as of the date of the Original Note Agreement; Closing, (ce) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) not at any Restricted Subsidiary that was time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once except (and only except) as may be required in connection with the consummation of a Reorganization, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not be redesignated at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary if more than once except (and only except) as may be required in connection with the consummation of a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designationReorganization\[Intentionally Omitted].

Designation of Restricted Subsidiaries. The Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary and by giving written notice to each holder of Notes that the Board of Directors of the Company has made such designation, PROVIDED, HOWEVER, no Subsidiary may designate any be designated a Restricted Subsidiary as an Unrestricted Subsidiary by providing to unless, at the holders time of Notes a Notice of Designation in the form attached hereto as Exhibit 9.9; provided that: (a) such designation and after giving effect thereto, no Default or Event of Default (including as determined shall exist. Such designation may be revoked by a Current Financial Covenant Testing) will exist immediately following such designation, and the Company shall have provided an Officer’s Certificate to that effect at the time it provides such notice; (b) in the case Board of Directors of the designation of an Company; PROVIDED, HOWEVER, that no Unrestricted Subsidiary may be designated as a Restricted Subsidiary and no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless, at the time of such action and after giving effect thereto, all existing Liens no Default or Event of such Restricted Default would exist and at least $1.00 of additional Priority Debt could be incurred under SECTION5.9, and PROVIDED, FURTHER, no Unrestricted Subsidiary so shall at any time be designated shall be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Lien may have existed as of the date of the Original Note Agreement; (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) if such Unrestricted Subsidiary so shall previously have been designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any a Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each no Restricted Subsidiary shall forthwith become a at any time be designated an Unrestricted Subsidiary Guarantor; (e) any if such Restricted Subsidiary that was shall previously have been designated as an Unrestricted Subsidiary pursuant to this SECTION5.16. The foregoing provisions notwithstanding, the Issuer and IPG (US) shall not at all times be redesignated as and remain a Wholly-owned Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designationSubsidiary.

Designation of Restricted Subsidiaries. The Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary by providing Subsidiary; provided that: (a) the Company shall have given not less than 30 days’ prior written notice to the holders of the Notes that a Notice of Designation in Senior Financial Officer has made such determination, (b) immediately after giving effect to the form attached hereto designation or redesignation, as Exhibit 9.9; provided that: (a) the case may be, no Default or Event of Default would exist, (including c) in the case of the designation of a Restricted Subsidiary as determined by a Current Financial Covenant Testing) will exist immediately following an Unrestricted Subsidiary and after giving effect thereto, such designationUnrestricted Subsidiary so designated shall not, and the Company shall have provided an Officer’s Certificate to directly or indirectly, own any Debt (other than Debt that effect could at the time it provides of such notice; designation be incurred within the limitations of this Agreement) or capital stock of the Trust or any Restricted Subsidiary, (bd) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be permitted within the limitations of Section 10.3(b) and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Priority Debt or Lien may have existed as of the date of the Original Note Agreement; Closing, (ce) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) not at any Restricted Subsidiary that was time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once except (and only except) as may be required in connection with the consummation of a Reorganization, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not be redesignated at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary if more than once except (and only except) as may be required in connection with the consummation of a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designationReorganization.

Designation of Restricted Subsidiaries. The Company Cdn Borrower may designate (or re-designate) its Subsidiaries as Restricted Subsidiaries or Unrestricted Subsidiaries provided that (i) at the time of any Unrestricted such designation (or re-designation), no Event of Default exists or results therefrom, (ii) without the consent of the Majority Lenders, the Cdn Borrower shall not be permitted to re-designate any Subsidiary more than two (2) times, (iii) any re-designation shall be effective as of the end of a fiscal quarter of the Cdn Borrower, (iv) no Subsidiary may be designated as a Restricted Subsidiary to the extent such Subsidiary would be prohibited from distributing its earnings in cash to its shareholders as a consequence of any restriction arising out of any agreement, constating document, foreign exchange or currency control, Applicable Law or Lien, and (v) no Subsidiary may be designated as a Restricted Subsidiary unless it is a wholly-owned Subsidiary of the Cdn Borrower, provided however that, notwithstanding the forgoing provisions of this clause (v), in the case of any Permitted Acquisition of any public company (a “Public Company Acquisition”), such public company may, subject to the conditions hereinabove contemplated in clauses (i) to (iv) of this paragraph, be designated as a Restricted Subsidiary on condition that (y) upon such Permitted Acquisition, such public company shall be a Subsidiary of the Cdn Borrower, and (z) such Subsidiary shall become a wholly-owned Subsidiary of the Cdn Borrower within 90 days following such Permitted Acquisition, it being agreed that if such Subsidiary does not so become a wholly-owned Subsidiary of the Cdn Borrower within such delay, then such Subsidiary shall cease to be considered for all purposes of this Agreement as a Restricted Subsidiary upon the expiry of such 90-day delay (in which case such Subsidiary shall thereupon be released of its obligations as a guarantor of the Obligations pursuant to the Guarantee Agreement) . Within (i) 60 days, in the case of any Public Company Acquisition, or (ii) 20 days in any other case, of any such Subsidiary becoming a Restricted Subsidiary, the Borrowers shall cause such Person to solidarily guarantee the Obligations. For such purpose, the Borrowers shall cause such Subsidiary to become party to the Guarantee Agreement provided that if the guarantee of any such Subsidiary is required by Applicable Law to be limited, the limitation shall be acceptable to the Majority Lenders, it being understood that the Majority Lenders shall not be required to accept a Subsidiary as a Restricted Subsidiary and may designate any Restricted Subsidiary as an Unrestricted Subsidiary by providing to the holders of Notes a Notice of Designation in the form attached hereto as Exhibit 9.9; provided that: (a) no Default event of any such limitation, but will act reasonably in accepting or Event of Default (including as determined by a Current Financial Covenant Testing) will exist immediately following rejecting any such designation, and the Company shall have provided an Officer’s Certificate to that effect at the time it provides such notice; (b) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Lien may have existed as of the date of the Original Note Agreement; (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) any Restricted Subsidiary that was previously designated as an Unrestricted Subsidiary shall not be redesignated as a Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation.

Designation of Restricted Subsidiaries. The Company may designate at any Unrestricted Subsidiary as a Restricted Subsidiary and may time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by providing delivering to the holders Administrative Agent a certificate of Notes a Notice an Responsible Office of Designation the Company specifying such designation and certifying that the conditions to such designation set forth in the form attached hereto as Exhibit 9.9this Section 6.13 are satisfied; provided that: (a) both immediately before and immediately after any such designation, no Default or Event of Default (including as determined by a Current Financial Covenant Testing) will exist immediately following such designation, and the Company shall have provided an Officer’s Certificate to that effect at the time it provides such noticeoccurred and be continuing; (b) if the Financial Covenant is then in effect, the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Liens of such Restricted Subsidiary so designated Company shall be permitted within in compliance with the applicable limitations of Section 10.4Financial Covenant, notwithstanding that any such Lien may have existed as of the date last day of the Original Note Agreementmost recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b); (c) in the case of the a designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) each subsidiary of such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designatedhas been, and must be permitted under Section 10.11; (d) if required by Section 9.10or concurrently therewith will be, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) any Restricted Subsidiary that was previously designated as an Unrestricted Subsidiary shall not be redesignated in accordance with this Section 6.13; and (d) in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, each subsidiary of such Unrestricted Subsidiary has been, or concurrently therewith will be, designated as a Restricted Subsidiary if a Default or Event in accordance with this Section 6.13. The designation of Default any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Company in such Restricted Subsidiary on the date of designation in an amount equal to the fair market value of the Company’s Investment therein (including as determined reasonably and in good faith by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) the Company). The designation of any Unrestricted Subsidiary that was previously designated as an a Restricted Subsidiary shall not be redesignated as a Unrestricted constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to existing at such designationtime.

Designation of Restricted Subsidiaries. The Company Cdn Borrower may designate (or re-designate) its Subsidiaries as Restricted Subsidiaries or Unrestricted Subsidiaries provided that (i) at the time of any Unrestricted such designation (or re-designation), no Event of Default exists or results therefrom, (ii) without the consent of the Majority Lenders, the Cdn Borrower shall not be permitted to re-designate any Subsidiary more than two (2) times, (iii) any re-designation shall be effective as of the end of a fiscal quarter of the Cdn Borrower, (iv) no Subsidiary may be designated as a Restricted Subsidiary to the extent such Subsidiary would be prohibited from distributing its earnings in cash to its shareholders as a consequence of any restriction arising out of any agreement, constating document, foreign exchange or currency control, Applicable Law or Lien, and (v) no Subsidiary may be designated as a Restricted Subsidiary unless it is a wholly-owned Subsidiary of the Cdn Borrower, provided however that, notwithstanding the forgoing provisions of this clause (v), in the case of any Permitted Acquisition of any public company (a “Public Company Acquisition”), such public company may, subject to the conditions hereinabove contemplated in clauses (i) to (iv) of this paragraph, be designated as a Restricted Subsidiary on condition that (y) upon such Permitted Acquisition, such public company shall be a Subsidiary of the Cdn Borrower, and (z) such Subsidiary shall become a wholly-owned Subsidiary of the Cdn Borrower within 90 days following such Permitted Acquisition, it being agreed that if such Subsidiary does not so become a wholly-owned Subsidiary of the Cdn Borrower within such delay, then such Subsidiary shall cease to be considered for all purposes of this Agreement as a Restricted Subsidiary upon the expiry of such 90-day delay (in which case such Subsidiary shall thereupon be released of its obligations as a CREDIT AGREEMENT – PAGE 45 guarantor of the Obligations pursuant to the relevant Guarantee Agreement). The parties hereto acknowledge and agree that the UK Target Acquisition is a “Public Company Acquisition” for purposes of this Agreement. Within (i) 60 days, in the case of any Public Company Acquisition, or (ii) 20 days in any other case, of any such Subsidiary becoming a Restricted Subsidiary, the Borrowers shall cause such Person to solidarily guarantee the Obligations. For such purpose, the Borrowers shall cause such Subsidiary to become party to a Guarantee Agreement provided that if the guarantee of any such Subsidiary is required by Applicable Law to be limited, the limitation shall be acceptable to the Majority Lenders, it being understood that the Majority Lenders shall not be required to accept a Subsidiary as a Restricted Subsidiary and may designate any Restricted Subsidiary as an Unrestricted Subsidiary by providing to the holders of Notes a Notice of Designation in the form attached hereto as Exhibit 9.9; provided that: (a) no Default event of any such limitation, but will act reasonably in accepting or Event of Default (including as determined by a Current Financial Covenant Testing) will exist immediately following rejecting any such designation, and the Company shall have provided an Officer’s Certificate to that effect at the time it provides such notice; (b) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Liens of such Restricted Subsidiary so designated shall be permitted within Subsidiary. Notwithstanding anything to the applicable limitations of Section 10.4, notwithstanding that contrary in any such Lien may have existed as Operative Document in respect of the date continuing nature of the Original Note obligations as a Guarantor under a Guarantee Agreement; (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) any Restricted Subsidiary that was previously is re-designated as an Unrestricted Subsidiary shall not be redesignated as a Restricted Subsidiary if a Default or Event in accordance with the provisions of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to this Section 10.2, such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not automatically cease to be redesignated as a Unrestricted Subsidiary if a Default or Event guarantor under the relevant Guarantee Agreement and be released of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designationits obligations thereunder.

Designation of Restricted Subsidiaries. The Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate any Restricted Subsidiary as an Unrestricted Subsidiary by providing to the holders of Notes a Notice of Designation in the form attached hereto as Exhibit 9.9; provided that: (a) no Default or Event of Default (including as determined by a Current Financial Covenant Testing) will exist immediately following such designation, and the Company shall have provided an Officer’s Certificate to that effect at the time it provides such notice; (b) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.410.3, notwithstanding that any such Lien may have existed as of the date of the Original Note AgreementClosing; (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.1110.10; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) any Restricted Subsidiary that was previously designated as an Unrestricted Subsidiary shall not be redesignated as a Restricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation; and (f) any Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary shall not be redesignated as a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designation.

Designation of Restricted Subsidiaries. The (a) Neither the Board of Directors of the Parent nor the Board of Directors of the Company may not designate any Unrestricted Subsidiary Person as a Restricted Subsidiary and may designate any Restricted Subsidiary as an Unrestricted Subsidiary by providing to the holders of Notes a Notice of Designation in the form attached hereto as Exhibit 9.9; provided thatSubsidiary, unless: (1) either (a) such Person is acquired by the Company or acquired by, merged, consolidated or amalgamated with or into any of the other Restricted Subsidiaries, such Person is or becomes a Subsidiary of the Parent after such acquisition, merger, consolidation or amalgamation and any outstanding Indebtedness existing on the date it becomes a Restricted Subsidiary is permitted under Section 4.09 or (b) if on the date on which such Person becomes a Restricted Subsidiary, such Person has outstanding Indebtedness owing (x) to any Person other than the Parent or any of its Subsidiaries, such Indebtedness will, upon such Person becoming a Restricted Subsidiary, be permitted to be Incurred under clause (b)(9) or (b)(15) of Section 4.09 and (y) to the Parent or any of its Subsidiaries (other than a Restricted Subsidiary), such Indebtedness will, upon such Person becoming a Restricted Subsidiary, be permitted to be Incurred under Section 4.09(b)(12); and (2) no Default or Event of Default (including as determined by a Current Financial Covenant Testing) will exist immediately following such designation, and the Company shall have provided an Officer’s Certificate to that effect occurred and be continuing at the time it provides of or after giving effect to such noticedesignation; (b) in the case of the designation of an Unrestricted Subsidiary as a A Restricted Subsidiary and after giving effect thereto, all existing Liens of such Restricted Subsidiary so designated shall may not be permitted within the applicable limitations of Section 10.4, notwithstanding that any such Lien may have existed as of the date of the Original Note Agreement; (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of the Company or any Restricted Subsidiary, and (ii) such designation shall be deemed to be a sale by the Company of the assets of the Restricted Subsidiary so designated, and must be permitted under Section 10.11; (d) if required by Section 9.10, each Restricted Subsidiary shall forthwith become a Subsidiary Guarantor; (e) any Restricted Subsidiary that was previously designated as an Unrestricted Subsidiary shall at any time other than as set forth in clause (c) of this Section 4.24. The Company will not be redesignated as and the Parent will not permit any other Restricted Subsidiary to own any Subsidiary that is an Unrestricted Subsidiary at any time. (c) Notwithstanding any provision of this Indenture, the Board of Directors of the Parent or of the Company may designate a Restricted Subsidiary that became a Restricted Subsidiary after the Original Issue Date as an Unrestricted Subsidiary solely in the event that such Restricted Subsidiary Incurred Indebtedness pursuant to clause (b)(9) of Section 4.09 that after the Parent having used its reasonable best efforts will not be able to be refinanced or refunded, replaced, exchanged, renewed, repaid, redeemed, defeased or discharged within three months of the date such Restricted Subsidiary became a Restricted Subsidiary. Any such Restricted Subsidiary that is re-designated an Unrestricted Subsidiary shall only be permitted if a Default or Event of Default (including as determined 1) such Subsidiary would not be owned by a Current Financial Covenant Testing) exists immediately prior to any other Restricted Subsidiary after such designation; and and (f2) any Unrestricted Investment by any other Restricted Subsidiary that was previously remaining in such Subsidiary after giving effect to such designation would be permitted to be made pursuant to Section 4.07. In addition, notwithstanding any provision of this Indenture any sale or transfer of the Capital Stock of a Restricted Subsidiary designated as an Unrestricted Subsidiary pursuant to the immediately preceding sentence to another Subsidiary of the Parent will be deemed to not be (x) an Asset Sale or a transaction subject to Section 4.20 or (y) an Affiliate Transaction; provided that the consideration received for such sale or transfer is not less than the consideration paid for such Capital Stock in a sale or transfer by which such Restricted Subsidiary shall not be redesignated as was designated a Unrestricted Subsidiary if a Default or Event of Default (including as determined by a Current Financial Covenant Testing) exists immediately prior to such designationRestricted Subsidiary.