Common use of Designation of Unrestricted Subsidiaries Clause in Contracts

Designation of Unrestricted Subsidiaries. The Company’s Board of Directors may designate any Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as: (1) 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 4.9; and (2) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, to the extent such sale, transfer or other disposition is permitted under Section 4.13 or Section 4.16. The Company’s 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: (1) such Indebtedness is permitted under Section 4.10; and (2) no Default or Event of Default would occur as a result of such designation.

Designation of Unrestricted Subsidiaries. The Company’s Board board of Directors directors of the Borrower may at any time designate any Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) to be as an Unrestricted Subsidiary so long as: (1) 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 4.9; and (2) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, to the extent such sale, transfer or other disposition is permitted under Section 4.13 or Section 4.16. The Company’s Board of Directors may designate any Unrestricted Subsidiary as a Subsidiary; provided, however, that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary ” for the purpose of any outstanding Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. 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 net book value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Unrestricted Subsidiary and existing at such designation will only be permitted if: (1) such Indebtedness is permitted under Section 4.10; and (2) no Default or Event of Default would occur as a result of such designationtime.

Designation of Unrestricted Subsidiaries. The CompanyBorrower’s Board of Directors may may, at any time, designate any Subsidiary (including any Restricted Subsidiary or any newly that is acquired or newly formed Subsidiary) to be created after the Closing Date as an Unrestricted Subsidiary so long as: (1) 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 4.9; and (2) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, by prior written notice to the extent such sale, transfer or other disposition is permitted under Section 4.13 or Section 4.16. The Company’s Board of Directors may designate any Unrestricted Subsidiary as a Restricted SubsidiaryAdministrative Agent; 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 Borrower shall only be permitted if: to so designate a new Unrestricted Subsidiary after the Closing Date and so long as (1) such Indebtedness is permitted under Section 4.10; and (2a) no Default or Event of Default exists or would result therefrom, (b) such Subsidiary does not own any capital stock or Indebtedness of, or own or hold a Lien on any property of, Borrower or any other Subsidiary that is not a subsidiary of the Subsidiary to be so designated and (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Borrower or any of its Subsidiaries) through Investments permitted by, and in compliance with, Section 6.06(m), with any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof to be treated as Investments pursuant to Section 6.06(m); provided that at the time of the initial Investment by Borrower or any of its Subsidiaries in such Subsidiary, Borrower shall designate such entity as an Unrestricted Subsidiary in a written notice to the Administrative Agent. The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that no Default or Event of Default then exists or would occur as a result consequence of any such designationSubsidiary Redesignation. Notwithstanding the foregoing, no Subsidiary designated an Unrestricted Subsidiary that is subsequently redesignated a Subsidiary shall be redesignated an Unrestricted Subsidiary thereafter.

Designation of Unrestricted Subsidiaries. The Company’s Board of Directors may designate any Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as: (1) 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 4.9; (2) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Company or administrative, tax sharing and other ordinary course contracts, agreements, arrangements and understandings or obligations entered into in the ordinary course of business; and (23) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, to the extent such sale, transfer or other disposition is permitted under Section 4.13 or Section 4.16. The Company’s 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: (1) such Indebtedness is permitted under Section 4.10; and (2) no Default or Event of Default would occur as a result of such designation.

Designation of Unrestricted Subsidiaries. The CompanyParent’s Board of Directors may designate any Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as: (1) neither the Parent nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary; (2) 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 4.9; (3) neither the Parent nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Parent or administrative, tax sharing and other ordinary course contracts, agreements, arrangements and understandings or obligations entered into in the ordinary course of business; and (24) neither the Company Parent nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, to the extent such sale, transfer or other disposition is permitted under Section 4.13 or Section 4.16. The CompanyParent’s 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: (1) such Indebtedness is permitted under Section 4.10; and (2) no Default or Event of Default would occur as a result of such designation.

Designation of Unrestricted Subsidiaries. The Company’s Board of Directors may designate any Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as: (1) neither the Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary; (2) 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 4.9; (3) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Company or administrative, tax sharing and other ordinary course contracts, agreements, arrangements and understandings or obligations entered into in the ordinary course of business; and (24) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, to the extent such sale, transfer or other disposition is permitted under Section 4.13 or Section 4.16. The Company’s 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: (1) such Indebtedness is permitted under Section 4.10; and (2) no Default or Event of Default would occur as a result of such designation.

Designation of Unrestricted Subsidiaries. The Company’s Board of Directors (a) Holdings may not designate any Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) to be as an Unrestricted Subsidiary so long as: (1) and, notwithstanding any Investment in such other provision hereof, may not designate any other Subsidiary deemed to be made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate (a "Designation") without the provisions prior written consent of Section 4.9; and (2) neither each Lender. Neither Holdings, nor the Company Borrowers nor any other Restricted Subsidiary has shall at any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability time (x) provide a Guarantee of any Restricted Subsidiary to sell, transfer or otherwise dispose Indebtedness of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent such sale, transfer or other disposition is permitted under Section 4.13 or 6.01 and Section 4.166.05 hereof. The Company’s Board of Directors may designate any Each Designation shall be irrevocable, and no Unrestricted Subsidiary as may become a Restricted Subsidiary; provided that such designation will , be deemed to be an incurrence of Indebtedness by a merged with or into Holdings, the Borrower or any other Restricted Subsidiary of or liquidate into or transfer substantially all its assets to Holdings, the Borrower or any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if: (1) such Indebtedness is permitted under Section 4.10; and (2) no Default or Event of Default would occur as a result of such designationother Restricted Subsidiary.

Designation of Unrestricted Subsidiaries. The Company’s Board of Directors Company may designate any Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary. If a Restricted Subsidiary so long as: (1) any Investment is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in such the Subsidiary deemed to be made designated as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate be deemed to be either an Investment made as of the provisions time of the designation that will reduce the amount available for Restricted Payments under the covenant described in Section 4.9; and 3.3 or represent a Permitted Investment under one or more clauses of the definition of “Permitted Investments,” as determined by the Company. That designation will only be permitted if (2a) neither the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary or (b) the Subsidiary to be so designated has total consolidated assets of $1,000 or less. Any designation of a Subsidiary of the Company nor any Restricted as an Unrestricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, will be evidenced to the extent Trustee by filing with the Trustee an Officers’ Certificate certifying that such sale, transfer or other disposition is designation complied with the preceding conditions and was permitted under by the covenant described in Section 4.13 or Section 4.163.3. The Company’s Board of Directors Company may at any time designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation will be deemed to be an incurrence | of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation will only be permitted if: if (1) such Indebtedness is permitted under Section 4.103.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and and (2) no Default or Event of Default would occur as a result of be in existence following such designation.

Designation of Unrestricted Subsidiaries. The Company’s Any designation of an Unrestricted Subsidiary by the Board of Directors may designate shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers' Certificate certifying that such designation complied with the terms of this Indenture governing the designation of Unrestricted Subsidiaries and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed fails to meet the foregoing requirements as an Unrestricted Subsidiary) , it shall thereafter cease to be an Unrestricted Subsidiary so long as: (1) for purposes of this Indenture and any Investment in Indebtedness of such Subsidiary shall be deemed to be made as incurred by a result Restricted Subsidiary of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 4.9; and (2) neither the Company nor any Restricted Subsidiary has any obligation as of such date (and, if such Indebtedness is not permitted to subscribe for additional shares be incurred as of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted date under Section 4.9. For the avoidance of doubt4.09, the provisions Company shall be in default of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, to the extent such sale, transfer or other disposition is permitted under Section 4.13 or Section 4.16covenant). The Company’s Board of Directors of the Company may at any time designate any Unrestricted Subsidiary as to be a Restricted Subsidiary; provided that PROVIDED THAT such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if: if (1i) such Indebtedness is permitted under Section 4.10; and 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2ii) no Default or Event of Default would occur as a result of be in existence following such designation.

Designation of Unrestricted Subsidiaries. The CompanyIron Mountain’s Board of Directors may designate any Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as: (1) 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 4.9; and (2) neither the Company Iron Mountain nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted under Section 4.9. Notwithstanding the foregoing, in no event may the Issuer be designated as an Unrestricted Subsidiary. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, to the extent such sale, transfer or other disposition is permitted under Section 4.13 or Section 4.16. The CompanyIron Mountain’s 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: (1) such Indebtedness is permitted under Section 4.10; and (2) no Default or Event of Default would occur as a result of such designation.

Designation of Unrestricted Subsidiaries. (a) The Company’s Board of Directors of the Issuer may designate any Subsidiary (Subsidiary, including any Restricted Subsidiary or any a newly acquired or newly formed created Subsidiary) , to be an Unrestricted Subsidiary so long asif the sum of the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and every other Unrestricted Subsidiary, in each case determined as of the date of the Most Recent Financial Statements, does not exceed 5% of the consolidated total assets of the Issuer and its Consolidated Subsidiaries and the designation would not cause a Default; provided that: (1i) Such Subsidiary does not own any Investment in such capital stock of the Issuer or any Restricted Subsidiary deemed to be made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate or hold any Debt of, or any Lien on any property of, the provisions of Section 4.9; andIssuer or any Restricted Subsidiary. (2ii) neither At the Company time of designation, the designation would be permitted under Section 7.08. (iii) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Issuer or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08. (iv) The Subsidiary is not party to any transaction or arrangement with the Issuer or any Restricted Subsidiary that would not be permitted under Section 7.04. (v) Neither the Issuer nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, of the Subsidiary or to maintain or preserve such Subsidiary’s its financial condition or to cause such Subsidiary it to achieve certain specified levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, except to the extent such sale, transfer or other disposition is permitted under Section 4.13 or Section 4.16. The Company’s 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 Sections 7.01 and such designation will only be permitted if: (1) such Indebtedness is permitted under Section 4.10; and (2) no Default or Event of Default would occur as a result of such designation7.

Designation of Unrestricted Subsidiaries. (a) The Company’s Board of Directors Company may at any time designate any Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as: (1) any Investment if that designation would not cause a default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in such the Subsidiary designated as an Unrestricted Subsidiary shall be deemed to be an Investment made as of the time of the designation and may reduce the amount available for Restricted Payments under Section (b) Any designation of a result Subsidiary of designating such Subsidiary the Company as an Unrestricted Subsidiary will not violate shall be evidenced to the provisions of trustee by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted Section 4.9; and3.15. (2c) neither the The Company nor may at any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, to the extent such sale, transfer or other disposition is permitted under Section 4.13 or Section 4.16. The Company’s Board of Directors may time designate any Unrestricted Subsidiary as to be a Restricted Subsidiary; provided that such designation will shall be deemed to be an incurrence Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation will shall only be permitted if: if (1) such Indebtedness is permitted under Section 4.103.14 calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and and (2) no Default default or Event event of Default default would occur as a result of be in existence following such designation. Any such designation by the Company shall be evidenced to the trustee by an Officer’s Certificate certifying that such designation complies with the preceding conditions.

Designation of Unrestricted Subsidiaries. The CompanyParent’s Board of Directors may designate any Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as: (1) 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 4.9; and; (2) neither the Company Parent nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Parent or administrative, tax sharing and other ordinary course contracts, agreements, arrangements and understandings or obligations entered into in the ordinary course of business; and (3) neither the Parent nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, to the extent such sale, transfer or other disposition is permitted under Section 4.13 or Section 4.16. The CompanyParent’s 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: (1) such Indebtedness is permitted under Section 4.10; and (2) no Default or Event of Default would occur as a result of such designation.

Designation of Unrestricted Subsidiaries. The Company’s Board of Directors Company may designate any Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary. If a Restricted Subsidiary so long as: (1) any Investment is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in such the Subsidiary deemed to be made designated as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate be deemed to be either an Investment made as of the provisions time of the designation that will reduce the amount available for Restricted Payments under the covenant described in Section 4.9; and 3.3 or represent a Permitted Investment under one or more clauses of the definition of “Permitted Investments,” as determined by the Company. That designation will only be permitted if (2a) neither the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary or (b) the Subsidiary to be so designated has total consolidated assets of $1,000 or less. Any designation of a Subsidiary of the Company nor any Restricted as an Unrestricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, will be evidenced to the extent Trustee by filing with the Trustee an Officers’ Certificate certifying that such sale, transfer or other disposition is designation complied with the preceding conditions and was permitted under by the covenant described in Section 4.13 or Section 4.163.3. The Company’s Board of Directors Company may at any time designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation will only be permitted if: if (1) such Indebtedness is permitted under Section 4.103.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and and (2) no Default or Event of Default would occur as a result of be in existence following such designation.

Designation of Unrestricted Subsidiaries. (a) The Company’s Board of Directors of the Borrower may designate any Subsidiary (Subsidiary, including any Restricted Subsidiary or any a newly acquired or newly formed created Subsidiary) , to be an Unrestricted Subsidiary so long asif the sum of the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and every other Unrestricted Subsidiary, in each case determined as of the date of the Most Recent Financial Statements, does not exceed 5% of the consolidated total assets of the Borrower and its Consolidated Subsidiaries and the designation would not cause a Default; provided that: (1i) Such Subsidiary does not own any Investment in such capital stock of the Borrower or any Restricted Subsidiary deemed to be made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate or hold any Debt of, or any Lien on any property of, the provisions of Section 4.9; andBorrower or any Restricted Subsidiary. (2ii) neither At the Company time of designation, the designation would be permitted under Section 7.08. (iii) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Sections 7.01 and 7.08. (iv) The Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04. (v) Neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, of the Subsidiary or to maintain or preserve such Subsidiary’s its financial condition or to cause such Subsidiary it to achieve certain specified levels of operating results other than as permitted under Section 4.9. For the avoidance of doubt, the provisions of this Section 4.15 shall not limit or restrict the ability of any Restricted Subsidiary to sell, transfer or otherwise dispose of any properties or assets to any other Subsidiary, including any Unrestricted Subsidiary, except to the extent such sale, transfer or other disposition is permitted under Section 4.13 or Section 4.16. The Company’s 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 Sections 7.01 and such designation will only be permitted if: (1) such Indebtedness is permitted under Section 4.10; and (2) no Default or Event of Default would occur as a result of such designation7.