Common use of Designation of Unrestricted Subsidiaries Clause in Contracts

Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) that does not directly, indirectly or beneficially own any Capital Stock of, or Subordinated Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company, to be an Unrestricted Subsidiary so long as (a) such Subsidiary at the time of such designation: (i) has no Indebtedness other than Non-Recourse Indebtedness; provided, that the Company or a Subsidiary of the Company may guarantee Indebtedness of an Unrestricted Subsidiary so long as any such guarantee constitutes an Investment made pursuant to clause (f) of the definition of Permitted Investment; (ii) is not party to any agreement, contract, arrangement or understanding with the Company or any Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (iii) is a Person with respect to which neither the Company nor any of its Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests, except to the extent that any such Investment made for such purpose constitutes an Investment made pursuant to clause (f) of the definition of Permitted Investment, or (y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Subsidiaries; and (b) each Subsidiary of such Subsidiary shall also be designated an Unrestricted Subsidiary and shall comply with clause (a) above.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Company Holdings may designate any Subsidiary that is not a Loan Party (including any newly acquired or newly formed Subsidiary) that to be an Unrestricted Subsidiary if (a) such Subsidiary does not directly, indirectly or beneficially own any Capital Stock Equity Interests of, or Subordinated Indebtedness of, or and does not own or hold any Lien on any property of, the Company or any other Subsidiary of the CompanyLoan Party, to be an Unrestricted Subsidiary so long as (ab) such Subsidiary at the time of does not own or lease any Network Infrastructure, (c) such designation: (i) has no Indebtedness other than Non-Recourse Indebtedness; provided, that the Company or a Subsidiary of the Company may guarantee Indebtedness of an Unrestricted Subsidiary so long as any such guarantee constitutes an Investment made pursuant to clause (f) of the definition of Permitted Investment; (ii) is not party to any material agreement, contract, arrangement or understanding with the Company Holdings or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company Holdings or such Restricted Subsidiary than those that might be obtained at the time from in an arm's-length transaction with Persons who are not Affiliates of the Company; Holdings, (iiid) is a Person with respect to which neither the Company Holdings nor any of its Subsidiaries Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests, except to the extent that any Interests in such Investment made for such purpose constitutes an Investment made pursuant to clause (f) of the definition of Permitted Investment, Subsidiary or (y) to maintain or preserve such PersonSubsidiary's financial condition or to cause such Person Subsidiary to achieve any specified levels of operating results; , (e) such Subsidiary has at least one director on its board of directors that is not a director or executive officer of Holdings or any Restricted Subsidiary and at least one executive officer that is not a director or executive officer of Holdings or any Restricted Subsidiary, (ivf) such Subsidiary does not hold any Concession or other Governmental Approval relating to the Project, (g) no Loan Party has Guaranteed any 107 Indebtedness of such Subsidiary outstanding at the time of such designation, (h) such Subsidiary does not guaranteed have any Indebtedness outstanding if the occurrence of a default thereunder, after the giving of notice, lapse of time or otherwise directly otherwise, or indirectly provided credit support for the exercise of remedies with respect thereto would result in a default under any Indebtedness of any Loan Party or otherwise permit, after the Company giving of notice, lapse of time or otherwise, any holder of any Indebtedness of any Loan Party to accelerate the maturity of such Indebtedness and (i) after giving effect to such designation Holdings, the Borrower and the Restricted Subsidiaries will be in compliance with the provisions of Section 6.04. For the purposes of determining compliance with clause (i) of the previous sentence, all investments made by Holdings or any Restricted Subsidiary in a Subsidiary on or prior to the date that such Subsidiary is designated an Unrestricted Subsidiary shall be deemed to be made on the date of its Subsidiariessuch designation. The Board of Directors of Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (a) Holdings is in compliance on a pro forma basis after giving effect to such designation, with the covenants contained in Sections 6.15 through 6.24 recomputed as at the last day of the most recently ended fiscal quarter of Holdings for which financial statements are available, as if such designation had occurred on the first day of each relevant period for testing such compliance and (b) immediately after giving effect to such designation, no Default shall have occurred and be continuing. Any designation permitted under this Section shall be evidenced to the Agents by delivering to each Subsidiary of them a certified copy of the resolution of the Board of Directors of Holdings giving effect to such Subsidiary shall also be designated an Unrestricted Subsidiary designation and shall comply a certificate of a Financial Officer certifying that such designation complies with clause (a) abovethe foregoing conditions.

Designation of Unrestricted Subsidiaries. The Borrower’s board of directors may, at any time, designate any Subsidiary that is acquired or created after the Closing Date as an Unrestricted Subsidiary by prior written notice to the Administrative Agent; provided that the Borrower shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date and so long as (a) The Board no Default or Event of Directors of the Company may designate any Default exists or would result therefrom, (b) such Subsidiary (including any newly acquired or newly formed Subsidiary) that does not directly, indirectly or beneficially own any Capital Stock of, capital stock or Subordinated Indebtedness of, or own or hold any a Lien on any property of, the Company Borrower or any other Subsidiary that is not a subsidiary of the Company, Subsidiary to be an so designated and (c) such Unrestricted Subsidiary so long as shall be capitalized (ato the extent capitalized by the Borrower or any of its Subsidiaries) through Investments permitted by, and in compliance with, Section 6.04(k), (o) or (r), with any assets owned by such Unrestricted Subsidiary at the time of such designation: (i) has no Indebtedness other than Non-Recourse Indebtedness; provided, that the Company or a Subsidiary of the Company may guarantee Indebtedness of an Unrestricted Subsidiary so long initial designation thereof to be treated as any such guarantee constitutes an Investment made Investments pursuant to clause Section 6.04(k), (fo) of the definition of Permitted Investmentor (r); (ii) is not party to any agreement, contract, arrangement or understanding with the Company or any Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Subsidiary than those provided that might be obtained at the time from Persons who are not Affiliates of the Company; (iii) is a Person with respect to which neither initial Investment by the Company nor Borrower or any of its Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interestsin such Subsidiary, except the Borrower shall designate such entity as an Unrestricted Subsidiary in a written notice to the extent Administrative Agent. The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) such Unrestricted Subsidiary, both before and after giving effect to such designation, shall be a wholly owned Subsidiary of the Borrower, (ii) no Default or Event of Default then exists or would occur as a consequence of any such Investment Subsidiary Redesignation, (iii) calculations are made by the Borrower of Pro Forma Compliance with the Financial Covenants for the relevant period, as if the respective Subsidiary Redesignation (as well as all other Subsidiary Redesignations theretofore consummated after the first day of such purpose constitutes an Investment made pursuant to clause period) had occurred on the first day of such period, and such calculations shall show that such Financial Covenants would have been complied with if the Subsidiary Redesignation had occurred on the first day of such period (f) for this purpose, if the first day of the definition respective period occurs prior to the Closing Date, calculated as if the Financial Covenants had been applicable from the first day of Permitted Investmentsuch period), (iv) based on good faith projections prepared by the Borrower for the period from the date of the respective Subsidiary Redesignation to the date that is one year LifeCare Credit Agreement thereafter, the level of financial performance measured by the Financial Covenants shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the Financial Covenants through the date that is one year from the date of the respective Subsidiary Redesignation, (yv) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Subsidiary Redesignation (both before and after giving effect thereto), unless stated to maintain or preserve relate to a specific earlier date, in which case such Person's financial condition or representations and warranties shall be true and correct in all material respects as of such earlier date, (vi) the Borrower shall have delivered to cause the Administrative Agent an officer’s certificate executed by a Financial Officer, certifying to the best of such Person to achieve any specified levels officer’s knowledge, compliance with the requirements of operating results; preceding clauses (i) through (v), inclusive, and containing the calculations required by the preceding clauses (iii) and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Subsidiaries; ), and (bvii) each any Unrestricted Subsidiary of such subject to a Subsidiary shall also Redesignation may not thereafter be designated as an Unrestricted Subsidiary and shall comply with clause (a) aboveSubsidiary.

Designation of Unrestricted Subsidiaries. The Borrower’s board of directors may, at any time, designate (A) the Directories Sale Subsidiary or (B) any other Subsidiary that is acquired or created after the Effective Date as an Unrestricted Subsidiary by written notice to the Administrative Agent; provided that, in addition to those Subsidiaries previously designated as “Unrestricted Subsidiaries” by the Borrower pursuant to the Existing Credit Agreement and set forth on Schedule 5.13, the Borrower shall only be permitted to so designate a new Unrestricted Subsidiary after the Effective Date and so long as (a) The Board no Default or Event of Directors of the Company may designate any Default exists or would result therefrom, (b) such Subsidiary (including any newly acquired or newly formed Subsidiary) that does not directly, indirectly or beneficially own any Capital Stock of, capital stock or Subordinated Indebtedness of, or own or hold any a Lien on any property of, the Company Borrower or any other Subsidiary that is not a subsidiary of the Company, Subsidiary to be an so designated and (c) such Unrestricted Subsidiary so long as shall be capitalized (ato the extent capitalized by the Borrower or any of its Subsidiaries) through Investments permitted by, and in compliance with, Section 6.04(l) or (v), with any assets owned by such Unrestricted Subsidiary at the time of such designation: (i) has no Indebtedness other than Non-Recourse Indebtedness; provided, that the Company or a Subsidiary of the Company may guarantee Indebtedness of an Unrestricted Subsidiary so long initial designation thereof to be treated as any such guarantee constitutes an Investment made Investments pursuant to clause Section 6.04(l) or (f) of the definition of Permitted Investmentv); (ii) is not party to any agreement, contract, arrangement or understanding with the Company or any Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Subsidiary than those provided that might be obtained at the time from Persons who are not Affiliates of the Company; (iii) is a Person with respect to which neither initial Investment by the Company nor Borrower or any of its Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interestsin such Subsidiary, except the Borrower shall designate such entity as an Unrestricted Subsidiary in a written notice to the extent Administrative Agent. The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) such Unrestricted Subsidiary, both before and after giving effect to such designation, shall be a wholly owned Subsidiary of the Borrower, (ii) no Default or Event of Default then exists or would occur as a consequence of any such Investment Subsidiary Redesignation, (iii) calculations are made by the Borrower of Pro Forma Compliance with the Financial Covenant, if applicable at such time, for the relevant period, as if the respective Subsidiary Redesignation (as well as all other Subsidiary Redesignations theretofore consummated after the first day of such purpose constitutes an Investment made pursuant to clause period) had occurred on the first day of such period, and such calculations shall show that such Financial Covenant would have been complied with if the Subsidiary Redesignation had occurred on the first day of such period (f) for this purpose, if the first day of the definition respective period occurs prior to the Effective Date, calculated as if the Financial Covenant had been applicable from the first day of Permitted Investmentsuch period), (iv) based on good faith projections prepared by the Borrower for the period from the date of the respective Subsidiary Redesignation to the date that is one year thereafter, the level of financial performance measured by the Financial Covenant shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the Financial Covenant through the date that is one year from the date of the respective Subsidiary Redesignation, (yv) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Subsidiary Redesignation (both before and after giving effect thereto), unless stated to maintain or preserve relate to a specific earlier date, in which case such Person's financial condition or representations and warranties shall be true and correct in all material respects as of such earlier date, (vi) the Borrower shall have delivered to cause the Administrative Agent an officer’s certificate executed by a Financial Officer, certifying to the best of such Person to achieve any specified levels officer’s knowledge, compliance with the requirements of operating results; preceding clauses (i) through (v), inclusive, and containing the calculations required by the preceding clauses (iii) and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Subsidiaries; ), and (bvii) each any Unrestricted Subsidiary of such subject to a Subsidiary shall also Redesignation may not thereafter be designated as an Unrestricted Subsidiary and shall comply with clause (a) aboveSubsidiary.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any a Subsidiary (including any a newly formed or newly acquired or newly formed Subsidiary) that does not directly, indirectly or beneficially own any Capital Stock of, or Subordinated Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company, to be an Unrestricted Subsidiary so long as (a) such Subsidiary at the time of such designation: (i) has no Indebtedness other than Non-Recourse Indebtedness; provided, that the Company or a Subsidiary of the Company may guarantee Indebtedness of an Unrestricted Subsidiary so long as any such guarantee constitutes an Investment made pursuant to clause (f) of the definition of Permitted Investment; (ii) is not party to any agreement, contract, arrangement or understanding with the Company or any Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (iii) is a Person with respect to which neither the Company nor any of its Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests, except to the extent that any such Investment made for such purpose constitutes an Investment made pursuant to clause (f) of the definition of Permitted Investment, or (y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Subsidiaries; Restricted Subsidiaries as an Unrestricted Subsidiary if such Subsidiary (a "Designation") if (i) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation, (ii) (A) such Subsidiary has total assets of $1,000 or less or (B) such Subsidiary has total assets of more than $1,000 and an Investment in such Subsidiary in an amount equal to the fair market value of such Subsidiary (the "Designation Amount") would then be permitted under Section 5.01(a) hereof and (iii) the Company would be permitted to incur $1.00 of additional Debt (other than Permitted Indebtedness) pursuant to Section 5.02 at the time of and after giving effect to such Designation. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary thereof. In the event of any such Designation in accordance with this Section 6.01(a), the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 5.01 for all purposes of the Indenture in the Designation Amount. (b) each The Company shall not, and shall not permit any Restricted Subsidiary to, at any time (x) provide direct or indirect credit support for or a guarantee of such Subsidiary shall also be designated an any Debt of any Unrestricted Subsidiary and shall comply (including of any undertaking, agreement or instrument evidencing such Debt), (y) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Debt of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except, in the case of clause (ax) aboveor (y), to the extent permitted under Sections 5.01, 5.02 and 5.03. SECTION 6.02.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Company Holdings may designate any Subsidiary that is not a Loan Party (including any newly acquired or newly formed Subsidiary) that to be an Unrestricted Subsidiary if (a) such Subsidiary does not directly, indirectly or beneficially own any Capital Stock Equity Interests of, or Subordinated Indebtedness of, or and does not own or hold any Lien on any property of, the Company or any other Subsidiary of the CompanyLoan Party, to be an Unrestricted Subsidiary so long as (ab) such Subsidiary at the time of does not own or lease any Network Infrastructure, (c) such designation: (i) has no Indebtedness other than Non-Recourse Indebtedness; provided, that the Company or a Subsidiary of the Company may guarantee Indebtedness of an Unrestricted Subsidiary so long as any such guarantee constitutes an Investment made pursuant to clause (f) of the definition of Permitted Investment; (ii) is not party to any material agreement, contract, arrangement or understanding with the Company Holdings or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company Holdings or such Restricted Subsidiary than those that might be obtained at the time from in an arm's-length transaction with Persons who are not Affiliates of the Company; Holdings, (iiid) is a Person with respect to which neither the Company Holdings nor any of its Subsidiaries Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests, except to the extent that any Interests in such Investment made for such purpose constitutes an Investment made pursuant to clause (f) of the definition of Permitted Investment, Subsidiary or (y) to maintain or preserve such PersonSubsidiary's financial condition or to cause such Person Subsidiary to achieve any specified levels of operating results; , (e) such Subsidiary has at least one director on its board of directors that is not a director or executive officer of Holdings or any Restricted Subsidiary and at least one executive officer that is not a director or executive officer of Holdings or any Restricted Subsidiary, (ivf) such Subsidiary does not hold any Concession or other Governmental Approval relating to the Project, (g) no Loan Party has not guaranteed or otherwise directly or indirectly provided credit support for Guaranteed any Indebtedness of such Subsidiary outstanding at the Company time of such designation, (h) such Subsidiary does not have any Indebtedness outstanding if the occurrence of a default thereunder, after the giving of notice, lapse of time or otherwise, or the exercise of remedies with respect thereto would result in a default under any Indebtedness of any Loan Party or otherwise permit, after the giving of notice, lapse of time or otherwise, any holder of any Indebtedness of any Loan Party to accelerate the maturity of such Indebtedness and (i) after giving effect to such designation Holdings, the Borrower and the Restricted Subsidiaries will be in compliance with the provisions of Section 6.04. For the purposes of determining compliance with clause (i) of the previous sentence, all investments made by Holdings or any Restricted Subsidiary in a Subsidiary on or prior to the date that such Subsidiary is designated an Unrestricted Subsidiary shall be deemed to be made on the date of its Subsidiariessuch designation. The Board of Directors of Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; 130 PROVIDED that (a) Holdings is in compliance on a pro forma basis after giving effect to such designation, with the covenants contained in Sections 6.15 through 6.24 recomputed as at the last day of the most recently ended fiscal quarter of Holdings for which financial statements are available, as if such designation had occurred on the first day of each relevant period for testing such compliance and (b) immediately after giving effect to such designation, no Default shall have occurred and be continuing. Any designation permitted under this Section shall be evidenced to the Agents by delivering to each Subsidiary of them a certified copy of the resolution of the Board of Directors of Holdings giving effect to such Subsidiary shall also be designated an Unrestricted Subsidiary designation and shall comply a certificate of a Financial Officer certifying that such designation complies with clause (a) abovethe foregoing conditions.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) that does not directly, indirectly or beneficially own any Capital Stock of, or Subordinated Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company, to be an Unrestricted Subsidiary so long as (a) such Subsidiary at the time of such designationas: (i) has no Indebtedness other than Non-Recourse Indebtedness; provided, that neither the Company nor any Restricted Subsidiary is directly or a Subsidiary of the Company may guarantee indirectly liable for any Indebtedness of an Unrestricted Subsidiary so long as any such guarantee constitutes an Investment made pursuant to clause (f) of the definition of Permitted InvestmentSubsidiary; (ii) is not party no default with respect to any agreementIndebtedness of such Subsidiary would permit (upon notice, contract, arrangement lapse of time or understanding with otherwise) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; (iii) any Investment in such Subsidiary deemed to be made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 4.07 hereof; (iv) neither the Company unless the terms nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any such agreementkind, contractwhether written or oral, arrangement or understanding are no less favorable to the Company or with such Subsidiary other than (A) those that might be obtained at the time from Persons who are not Affiliates of the CompanyCompany or (B) administrative, tax sharing and other ordinary course contracts, agreements, arrangements and understandings or obligations entered into in the ordinary course of business; and (iiiv) is a Person with respect to which neither the Company nor any of its Subsidiaries Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional shares of Capital Stock or other Equity Interests, except to the extent that any Interests in such Investment made for such purpose constitutes an Investment made pursuant to clause (f) of the definition of Permitted InvestmentSubsidiary, or (y) to maintain or preserve such PersonSubsidiary's financial condition or to cause such Person Subsidiary to achieve any specified certain levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of , other than as permitted under Section 4.07 hereof. Notwithstanding the foregoing, the Company or any of its Subsidiaries; and (b) each Subsidiary of such Subsidiary shall also be designated may not designate as an Unrestricted Subsidiary any Subsidiary which, on the date of this Indenture, is a Significant Subsidiary, and shall comply with clause may not sell, transfer or otherwise dispose of any properties or assets of any such Significant Subsidiary to an Unrestricted Subsidiary, other than in the ordinary course of business, in each case, other than Iron Mountain Global, Inc. and its Subsidiaries (aincluding, without limitation, Britannia Data Management Limited and its Subsidiaries). The Board of Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i) abovesuch Indebtedness is permitted under Section 4.09 hereof and (ii) no Default or Event of Default would occur as a result of such designation.

Designation of Unrestricted Subsidiaries. Holdings’ board of directors may, at any time, designate any Subsidiary that is acquired or created after the Closing Date as an Unrestricted Subsidiary by prior written notice to the Administrative Agent; provided that Holdings shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date and so long as (a) The Board no Default or Event of Directors of the Company may designate any Default exists or would result therefrom, (b) such Subsidiary (including any newly acquired or newly formed Subsidiary) that does not directly, indirectly or beneficially own any Capital Stock of, capital stock or Subordinated Indebtedness of, or own or hold any a Lien on any property of, the Company Holdings or any other Subsidiary that is not a subsidiary of the Company, Subsidiary to be an so designated, (c) such Unrestricted Subsidiary so long as shall be capitalized (ato the extent capitalized by Holdings or any of its Subsidiaries) through Investments permitted by, and in compliance with, Sections 7.03(i) or (k) with any assets owned by such Unrestricted Subsidiary at the time of such designation: the initial designation thereof to be treated as Investments pursuant to Section 7.03(i) or (k) and (d) Holdings shall have been able to make a Restricted Payment in accordance with Section 7.06(g) in an amount equal to the greater of (i) has no Indebtedness other than Non-Recourse Indebtedness; provided, that the Company or a aggregate of all investments made in such Subsidiary of the Company may guarantee Indebtedness of an Unrestricted Subsidiary so long as any such guarantee constitutes an Investment made pursuant to clause (f) of the definition of Permitted Investment; and (ii) is not party to any agreementthe fair market value of such Subsidiary, contract, arrangement or understanding with the Company or any Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Subsidiary than those provided that might be obtained at the time from Persons who are not Affiliates of the Company; (iii) is a Person with respect to which neither the Company nor initial Investment by Holdings or any of its Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interestsin such Subsidiary, except the Borrower shall designate such entity as an Unrestricted Subsidiary in a written notice to the extent Administrative Agent. Holdings may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided further that (i) such Unrestricted Subsidiary, both before and after giving effect to such designation, shall be a wholly owned Subsidiary of Holdings, (ii) no Default or Event of Default then exists or would occur as a consequence of any such Investment made Subsidiary Redesignation, (iii) based on good faith projections prepared by Holdings for such purpose constitutes an Investment made pursuant to clause (f) the period from the date of the definition respective Subsidiary Redesignation to the date that is one year thereafter, the Consolidated Leverage Ratio shall be better than or equal to such level as would be required to provide that no Default or Event of Permitted InvestmentDefault would exist under Section 7.11 through the date that is one year from the date of the respective Subsidiary Redesignation, or (y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Company or any of its Subsidiaries; and (b) each Subsidiary date of such Subsidiary Redesignation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall also be true and correct in all material respects as of such earlier date, (v) Holdings’ shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iv), inclusive, and containing the calculations required by the preceding clause (iii), and (vi) any Unrestricted Subsidiary subject to a Subsidiary Redesignation may not thereafter be designated as an Unrestricted Subsidiary and shall comply with clause (a) aboveSubsidiary.