Common use of Designation of Subsidiaries as Unrestricted Subsidiaries Clause in Contracts

Designation of Subsidiaries as Unrestricted Subsidiaries. The Borrower Agent may, at any time after the Closing Date upon written notice to, and with the prior written consent (which may be given, withheld or conditioned at the Administrative Agent’s sole option) of, the Administrative Agent, designate any Restricted Subsidiary of a Loan Party (other than another Loan Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) immediately before and after such designation and on a Pro Forma Basis as of the end of the most recent Measurement Period, no Default or Event of Default shall have occurred and be continuing, (ii) at all times, none of Borrower Agent or its Restricted Subsidiaries shall contribute or otherwise transfer any material Intellectual Property to any Unrestricted Subsidiary or designate any Subsidiary that owns (whether by way of a license agreement or otherwise) material Intellectual Property or other assets necessary for the business of the Loan Parties as an Unrestricted Subsidiary, (iii) at all times, each Subsidiary to be designated as an Unrestricted Subsidiary (and its Subsidiaries) has not at the time of such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become liable with respect to any Indebtedness owing to, or pursuant to which the lender thereunder or any other party thereto has recourse to, any Loan Party or other Restricted Subsidiary or to any assets of any Loan Party or other Restricted Subsidiary, (iv) at all times, no Loan Party shall have at any time any liability for any Indebtedness or other obligations of any Unrestricted Subsidiary, except to the extent permitted as to any unaffiliated Person under the Loan Documents, (v) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (A) the Payment Conditions would be satisfied on a Pro Forma Basis after giving effect to such designation, and (B) after giving thereto, Unrestricted Subsidiaries may not, in the aggregate, represent more than 2.5% of the total assets or total revenue of the Company and its Subsidiaries on a consolidated basis, and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute (x) an Investment by the Company therein at the date of designation in an amount equal to the Fair Market Value of the Company’s or its Subsidiaries’ (as applicable) investment therein and (y) the incurrence of Indebtedness (and any associated Liens) then issued or owing by such Subsidiary as of the date of such designation in an amount equal to the outstanding principal amount thereof. Any notice delivered pursuant to this Section 2.19 shall include a certificate of a Responsible Officer of the Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby. Neither any Borrower nor any other Loan Party party hereto constitutes an Unrestricted Subsidiary as of the Closing Date.

Designation of Subsidiaries as Unrestricted Subsidiaries. The Borrower Agent may, at any time after the Closing Effective Date upon written notice to, and with the prior written consent (which may be given, withheld or conditioned at the Administrative Agent’s sole option) of, to the Administrative Agent, designate any Restricted Subsidiary of a Loan Party (other than another Loan Partya Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) immediately before and after such designation and on a Pro Forma Basis as of the end of the most recent Measurement Period, no Default or Event of Default shall have occurred and be continuing, (ii) at all times, none of Borrower Agent or its Restricted Subsidiaries shall contribute or otherwise transfer any material Intellectual Property to any Unrestricted Subsidiary or designate any Subsidiary that owns (whether by way of a license agreement or otherwise) material Intellectual Property or other assets necessary for the business of the Loan Parties as an Unrestricted Subsidiary, (iii) at all times, each Subsidiary to be designated as an Unrestricted Subsidiary (and its Subsidiaries) has not at the time of such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become liable with respect to any Indebtedness owing to, or pursuant to which the lender thereunder or any other party thereto has recourse to, to any Loan Party or other Restricted Subsidiary or to any assets of any Loan Party or other Restricted Subsidiary, (iviii) at all times, no Loan Party shall have at any time any liability for any Indebtedness or other obligations of any Unrestricted Subsidiary, Subsidiary except to the extent permitted as to any unaffiliated Person under the Loan Documents, (viv) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (A) the Payment Conditions would be satisfied on a Pro Forma Basis after giving effect to such designation, and (B) after giving thereto, Unrestricted Subsidiaries may not, in the aggregate, represent more than 2.5ten percent 10% of the total assets or total revenue of the Company and its Subsidiaries on a consolidated basisbasis (after intercompany eliminations), (v) no Subsidiary that owns Intellectual Property that is material to the business of the other Loan Parties, taken as a whole, may be designated an Unrestricted Subsidiary, and no such Intellectual Property may be transferred to any Unrestricted Subsidiary following its designation as such, and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, or if it is a Restricted Subsidiary for purposes of the Permitted Term Debt. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute (x) an Investment by the Company therein at the date of designation in an amount equal to the Fair Market Value of the Company’s Company or its Subsidiaries’ (as applicable) investment therein and (y) the incurrence of Indebtedness (and any associated Liens) then issued or owing by such Subsidiary as of the date of such designation in an amount equal to the outstanding principal amount thereoftherein. Any notice delivered pursuant to this Section 2.19 2.19(a) shall include a certificate of a Responsible Officer of the Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby. Neither any Borrower nor any other Loan Party party hereto constitutes an Unrestricted Subsidiary as of the Closing Date.ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY 3.01

Designation of Subsidiaries as Unrestricted Subsidiaries. The Borrower Agent may, at any time after the Closing Effective Date upon written notice to, and with the prior written consent (which may be given, withheld or conditioned at the Administrative Agent’s sole option) of, to the Administrative Agent, designate any Restricted after acquired or formed Subsidiary of a Loan Party (other than another Loan Partya Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) immediately before and after such designation and on a Pro Forma Basis pro forma basis as of the end of the most recent Measurement Period, no Default or Event of Default shall have occurred and be continuing, (ii) at all times, none of Borrower Agent or its Restricted Subsidiaries shall contribute or otherwise transfer any material Intellectual Property to any Unrestricted Subsidiary or designate any Subsidiary that owns (whether by way of a license agreement or otherwise) material Intellectual Property or other assets necessary for the business of the Loan Parties as an Unrestricted Subsidiary, (iii) at all times, each Subsidiary to be designated as an Unrestricted Subsidiary (and its Subsidiaries) has not at the time of such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become liable with respect to any Indebtedness owing to, or pursuant to which the lender thereunder or any other party thereto has recourse to, to any Loan Party or other Restricted Subsidiary or to any assets of any Loan Party or other Restricted Subsidiary, (iviii) at all times, no Loan Party shall have at any time any liability for any Indebtedness or other obligations of any Unrestricted Subsidiary, Subsidiary except to the extent permitted as to any unaffiliated Person under the Loan Documents, (viv) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (A) the Payment Conditions would be satisfied on a Pro Forma Basis pro forma basis after giving effect to such designation, and (B) after giving thereto, Unrestricted Subsidiaries may not, in the aggregate, represent more than 2.5ten percent 10% of the total assets or total revenue of the Company and its Subsidiaries on a consolidated basisbasis (after intercompany eliminations), (v) no Subsidiary that owns Intellectual Property or other assets that is material to the business of the other Loan Parties, taken as a whole, may be designated an Unrestricted Subsidiary, and no such Intellectual Property or other assets may be transferred to any Unrestricted Subsidiary following its designation as such, and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted SubsidiarySubsidiary or if it is a Restricted Subsidiary for purposes of the ABL Obligations. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute (x) an Investment by the Company therein at the date of designation in an amount equal to the Fair Market Value of the Company’s Company or its Subsidiaries’ (as applicable) investment therein and (y) the incurrence of Indebtedness (and any associated Liens) then issued or owing by such Subsidiary as of the date of such designation in an amount equal to the outstanding principal amount thereoftherein. Any notice delivered pursuant to this Section 2.19 2.19(a) shall include a certificate of a Responsible Officer of the Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby. Neither any Borrower nor any other Loan Party party hereto constitutes an Unrestricted Subsidiary as of the Closing Date.

Designation of Subsidiaries as Unrestricted Subsidiaries. The Borrower Agent may, at any time after the Closing Effective Date upon written notice to, and with the prior written consent (which may be given, withheld or conditioned at the Administrative Agent’s sole option) of, to the Administrative Agent, designate any Restricted Subsidiary of a Loan Party (other than another Loan Partya Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) immediately before and after such designation and on a Pro Forma Basis as of the end of the most recent Measurement Period, no Default or Event of Default shall have occurred and be continuing, (ii) at all times, none of Borrower Agent or its Restricted Subsidiaries shall contribute or otherwise transfer any material Intellectual Property to any Unrestricted Subsidiary or designate any Subsidiary that owns (whether by way of a license agreement or otherwise) material Intellectual Property or other assets necessary for the business of the Loan Parties as an Unrestricted Subsidiary, (iii) at all times, each Subsidiary to be designated as an Unrestricted Subsidiary (and its Subsidiaries) has not at the time of such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become liable with respect to any Indebtedness owing to, or pursuant to which the lender thereunder or any other party thereto has recourse to, to any Loan Party or other Restricted Subsidiary or to any assets of any Loan Party or other Restricted Subsidiary, (iviii) at all times, no Loan Party shall have at any time any liability for any Indebtedness or other obligations of any Unrestricted Subsidiary, Subsidiary except to the extent permitted as to any unaffiliated Person under the Loan Documents, (viv) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (A) the Payment Conditions would be satisfied on a Pro Forma Basis after giving effect to such designation, and (B) after giving thereto, Unrestricted Subsidiaries may not, in the aggregate, represent more than 2.5ten percent 10% of the total assets or total revenue of the Company and its Subsidiaries on a consolidated basisbasis (after intercompany eliminations), (v) no Subsidiary that owns Intellectual Property that is material to the business of the other Loan Parties, taken as a whole, may be designated an Unrestricted Subsidiary, and no such Intellectual Property may be transferred to any Unrestricted Subsidiary following its designation as such, and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, or if it is a Restricted Subsidiary for purposes of the Permitted Replacement Term Debt. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute (x) an Investment by the Company therein at the date of designation in an amount equal to the Fair Market Value of the Company’s Company or its Subsidiaries’ (as applicable) investment therein and (y) the incurrence of Indebtedness (and any associated Liens) then issued or owing by such Subsidiary as of the date of such designation in an amount equal to the outstanding principal amount thereoftherein. Any notice delivered pursuant to this Section 2.19 2.19(a) shall include a certificate of a Responsible Officer of the Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby. Neither any Borrower nor any other Loan Party party hereto constitutes an Unrestricted Subsidiary as of the Closing Date.

Designation of Subsidiaries as Unrestricted Subsidiaries. The Borrower Agent may, at any time after the Closing Date upon written notice to, and with the prior written consent (which may be given, withheld or conditioned at the Administrative Agent’s sole option) of, the Administrative Agent, designate any Restricted Subsidiary of a Loan Party (other than another Loan Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) immediately before and after such designation and on a Pro Forma Basis as of the end of the most recent Measurement Period, no Default or Event of Default shall have occurred and be continuing, (ii) at all times, none of Borrower Agent or its Restricted Subsidiaries shall contribute or otherwise transfer any material Intellectual Property to any Unrestricted Subsidiary or designate any Subsidiary that owns (whether by way of a license agreement or otherwise) material Intellectual Property or other assets necessary for the business of the Loan Parties as an Unrestricted Subsidiary, (iii) at all times, each Subsidiary to be designated as an Unrestricted Subsidiary (and its Subsidiaries) has not at the time of such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become liable with respect to any Indebtedness owing to, or pursuant to which the lender thereunder or any other party thereto has recourse to, any Loan Party or other Restricted Subsidiary or to any assets of any Loan Party or other Restricted Subsidiary, (iv) at all times, no Loan Party shall have at any time any liability for any Indebtedness or other obligations of any Unrestricted Subsidiary, except to the extent permitted as to any unaffiliated Person under the Loan Documents, (v) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (A) the Payment Conditions would be satisfied on a Pro Forma Basis after giving effect to such designation, and (B) after giving thereto, Unrestricted Subsidiaries may not, in the aggregate, represent more than 2.5% of the total assets or total revenue of the Company and its Subsidiaries on a consolidated basis, and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute (x) an Investment by the Company therein at the date of designation in an amount equal to the Fair Market Value of the Company’s or its Subsidiaries’ (as applicable) investment therein and (y) the incurrence of Indebtedness (and any associated Liens) then issued or owing by such Subsidiary as of the date of such designation in an amount equal to the outstanding principal amount thereof. Any notice delivered pursuant to this Section 2.19 shall include a certificate of a Responsible Officer of the Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby. Neither any Borrower nor any other Loan Party party hereto constitutes an Unrestricted Subsidiary as of the Closing Date.102 [Matrix] Credit Agreement #85638137

Designation of Subsidiaries as Unrestricted Subsidiaries. The Borrower Agent may, at any time after the Closing Effective Date upon written notice to, and with the prior written consent (which may be given, withheld or conditioned at the Administrative Agent’s sole option) of, to the Administrative Agent, designate any Restricted Subsidiary of a Loan Party (other than another Loan Partya Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) immediately before and after such designation and on a Pro Forma Basis as of the end of the most recent Measurement Period, no Default or Event of Default shall have occurred and be continuing, (ii) at all times, none of Borrower Agent or its Restricted Subsidiaries shall contribute or otherwise transfer any material Intellectual Property to any Unrestricted Subsidiary or designate any Subsidiary that owns (whether by way of a license agreement or otherwise) material Intellectual Property or other assets necessary for the business of the Loan Parties as an Unrestricted Subsidiary, (iii) at all times, each Subsidiary to be designated as an Unrestricted Subsidiary (and its Subsidiaries) has not at the time of such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become liable with respect to any Indebtedness owing to, or pursuant to which the lender thereunder or any other party thereto has recourse to, to any Loan Party or other Restricted Subsidiary or to any assets of any Loan Party or other Restricted Subsidiary, (iviii) at all times, no Loan Party shall have at any time any liability for any Indebtedness or other obligations of any Unrestricted Subsidiary, Subsidiary except to the extent permitted as to any unaffiliated Person under the Loan Documents, (viv) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (A) the Payment Conditions would be satisfied on a Pro Forma Basis after giving effect to such designation, and (B) after giving thereto, Unrestricted Subsidiaries may not, in the aggregate, represent more than 2.5ten percent 10% of the total assets or total revenue of the Company and its Subsidiaries on a consolidated basisbasis (after intercompany eliminations), (v) no Subsidiary that owns Intellectual Property that is material to the business of the other Loan Parties, taken as a whole, may be designated an Unrestricted Subsidiary, and no such Intellectual Property may be transferred to any Unrestricted Subsidiary following its designation as such, and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, or if it is a Restricted Subsidiary for purposes of the Term Loan Obligations. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute (x) an Investment by the Company therein at the date of designation in an amount equal to the Fair Market Value of the Company’s Company or its Subsidiaries’ (as applicable) investment therein and (y) the incurrence of Indebtedness (and any associated Liens) then issued or owing by such Subsidiary as of the date of such designation in an amount equal to the outstanding principal amount thereoftherein. Any notice delivered pursuant to this Section 2.19 2.19(a) shall include a certificate of a Responsible Officer of the Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby. Neither any Borrower nor any other Loan Party party hereto constitutes an Unrestricted Subsidiary as of the Closing Date.