Common use of Designation of Unrestricted Subsidiaries Clause in Contracts

Designation of Unrestricted Subsidiaries. The Borrowers may at any time after the Closing Date designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, so long as (i) after giving effect thereto, on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b), as the case may be, have been or were required to have been delivered, the Company Borrower would have been able to Incur $1.00 of additional Indebtedness under Section 6.1(a) and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of Holdings the Borrower as an Unrestricted Subsidiary and designate or subsequently re-designate designate, as applicable, any Unrestricted Subsidiary as a Restricted Subsidiary, so long as (i) after giving effect thereto, on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b), as the case may be, have been or were required to have been delivered, the Company Borrower would have been able to Incur $1.00 of additional Indebtedness under Section 6.1(a) and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of Holdings Borrower as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, so long as at Borrower’s sole discretion; provided that (iA) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (B) immediately after giving effect theretoto such designation, Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with the Financial Covenant as of the end of the most recently completed period of four consecutive fiscal quarters ended Test Period (and assuming that the Financial Covenant is required to be tested for which the financial statements and certificates required by Section 5.1(a) such Test Period, whether or (bnot otherwise then in effect), as the case may be, have been or were required to have been delivered, the Company Borrower would have been able to Incur $1.00 of additional Indebtedness under Section 6.1(a(C) and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom. The such designation of any a Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be deemed to be an Investment by in the applicable Loan Party or Restricted amount of the Fair Market Value of such Unrestricted Subsidiary therein at the date time of such designation in and (D) no Subsidiary may be designated as an amount equal to Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the fair market value purpose of the applicable Loan Party’s or Restricted Subsidiary’s investment thereinSecond Lien Notes. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xi) the incurrence at the time of designation of all Investments, Indebtedness or and Liens of such Subsidiary existing at such time, time and (yii) a return on any Investment by the applicable Loan Party Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date definition of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither Borrower shall be permitted to be an Unrestricted Subsidiary“Investment”.

Designation of Unrestricted Subsidiaries. The Borrowers Holdings may at any time after the Closing Date designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, so long as ; provided that (i) immediately before and after giving effect theretosuch designation, on a Pro Forma Basis as no Event of the most recently completed period of four consecutive fiscal quarters for which the financial statements Default shall have occurred and certificates required by Section 5.1(a) be continuing or (b), as the case may be, have been or were required to have been delivered, the Company Borrower would have been able to Incur $1.00 of additional Indebtedness under Section 6.1(a) otherwise result therefrom and (ii) no Default or Event of Default has occurred such designation complies with Section 9.2, and if such designation is continuing or would result therefrommade after the Closing Date, also with Section 9.4 and Section 9.7. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted in such Unrestricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s or Restricted SubsidiaryInvestment in such Subsidiary (but in no event greater than the original principal amount of such Loan Party’s Investment in such SubsidiarySubsidiary (as measured immediately prior to such designation)). For Notwithstanding the avoidance of doubtforegoing, neither the Borrower nor any parent company thereof shall be permitted to be an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The Borrowers BorrowersBorrower may at any time after the Closing Date designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, so long as (i) after giving effect thereto, on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b), as the case may be, have been or were required to have been delivered, the Company Borrower would have been able to Incur $1.00 of additional Indebtedness under Section 6.1(a) and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither neitherthe Borrower shall not be permitted to be an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The Borrowers may Borrower may, at any time after the Closing Date time, designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, so long as ; provided that (i) immediately before and after giving effect theretosuch designation, on a Pro Forma Basis as no Event of the most recently completed period of four consecutive fiscal quarters for which the financial statements Default shall have occurred and certificates required by Section 5.1(a) be continuing or (b), as the case may be, have been or were required to have been delivered, the Company Borrower would have been able to Incur $1.00 of additional Indebtedness under Section 6.1(a) otherwise result therefrom and (ii) no Default or Event of Default has occurred such designation complies with Section 9.2, and if such designation is continuing or would result therefrommade after the Closing Date, also with Section 9.4 and Section 9.7. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted in such Unrestricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s or Restricted SubsidiaryInvestment in such Subsidiary (but in no event greater than the original principal amount of such Loan Party’s Investment in such SubsidiarySubsidiary (as measured immediately prior to such designation)). For Notwithstanding the avoidance of doubtforegoing, neither the Borrower nor any parent company thereof shall be permitted to be an Unrestricted Subsidiary. Any such designation by the board of directors (or similar governing body) of the Borrower shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors (or similar governing body) of the Borrower giving effect to such designation and a certificate of an Authorized Officer of the Borrower certifying that such designation complied with the foregoing provisions.

Designation of Unrestricted Subsidiaries. The Borrowers may Company may, at any time after the Closing Date designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, so long as ; provided that (ia) immediately before and after giving effect thereto, such designation on a Pro Forma Basis Basis, no Event of Default shall have occurred and be continuing, (b) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Material Indebtedness of the most recently completed period Company and (c) notwithstanding anything set forth in this Agreement to the contrary, (i) the designation of four consecutive fiscal quarters for which any Restricted Subsidiary as an Unrestricted Subsidiary will require that no such Restricted Subsidiary may own or be an exclusive licensee of any Material Intellectual Property at the financial statements and certificates required by Section 5.1(a) or (b), as the case may be, have been or were required to have been delivered, the Company Borrower would have been able to Incur $1.00 time of additional Indebtedness under Section 6.1(a) such designation and (ii) no Default or Event of Default has occurred and is continuing or would result therefromLoan Party will be permitted to transfer Material Intellectual Property to an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary Company therein at the date of designation in an amount equal to the fair market value of the applicable Loan PartyCompany’s or Restricted Subsidiary’s investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xi) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, time and (yii) a return on any Investment by the applicable Loan Party or Restricted Subsidiary Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiarythe Company’s Investment in such Subsidiary. For the avoidance of doubt, neither Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of Holdings Borrower as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, so long as at Borrower’s sole discretion; provided that (iA) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (B) immediately after giving effect theretoto such designation, Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with the Financial Covenant as of the end of the most recently completed period of four consecutive fiscal quarters ended Test Period (and assuming that the Financial Covenant is required to be tested for which the financial statements and certificates required by Section 5.1(a) such Test Period, whether or (bnot otherwise then in effect), as the case may be, have been or were required to have been delivered, the Company Borrower would have been able to Incur $1.00 of additional Indebtedness under Section 6.1(a(C) and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom. The such designation of any a Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be deemed to be an Investment by in the applicable Loan Party or Restricted amount of the Fair Market Value of such Unrestricted Subsidiary therein at the date time of such designation in and (D) no Subsidiary may be designated as an amount equal to Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the fair market value purpose of the applicable Loan Party’s or Restricted Subsidiary’s investment thereinSecond Lien Loans. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xi) the incurrence at the time of designation of all Investments, Indebtedness or and Liens of such Subsidiary existing at such time, time and (yii) a return on any Investment by the applicable Loan Party Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date definition of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither Borrower shall be permitted to be an Unrestricted Subsidiary“Investment”.

Designation of Unrestricted Subsidiaries. The Borrowers Borrower may at any time after the Closing Effective Date designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, so long as ; provided that (i) immediately before and after giving effect theretosuch designation or redesignation, on a Pro Forma Basis as no Event of the most recently completed period of four consecutive fiscal quarters for which the financial statements Default shall have occurred and certificates required by Section 5.1(a) or (b)be continuing, as the case may be, have been or were required to have been delivered, the Company Borrower would have been able to Incur $1.00 of additional Indebtedness under Section 6.1(a) and (ii) no Default Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any other Indebtedness, (iii) no Restricted Subsidiary shall be designated an Unrestricted Subsidiary if it owns Equity Interests or Event Indebtedness of, or owns or holds any Lien on any property of, Holdings, the Borrower or any other Restricted Subsidiary and (iv) any designation of Default has occurred and is continuing or would result therefroma Restricted Subsidiary as an Unrestricted Subsidiary complies with the definition of the term Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Table of Contents Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation as set forth in an amount equal to the fair market value definition of the applicable Loan Party’s or Restricted Subsidiary’s investment thereinInvestment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xa) the incurrence (at the time of designation designation) of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, time and (yb) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date definition of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither Borrower and shall be permitted if after giving pro forma effect to such designation the Borrower would be an Unrestricted Subsidiaryin compliance with the financial covenant set forth in Section 6.12.