Common use of Designations of Unrestricted Subsidiaries Clause in Contracts

Designations of Unrestricted Subsidiaries. The Company shall not designate any Subsidiary of the Company (other than a newly created Subsidiary in which no Investment has previously been made) as an "Unrestricted Subsidiary" under this Indenture (a "Designation") unless: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) except in the case of a Permitted Investment or an Investment made pursuant to clause (iii) or (iv) of the second paragraph of Section 10.13 hereof, immediately after giving effect to such Designation, the Company would be able to incur $1.00 of Indebtedness under clause (A)(X) of the proviso of Section 10.11 hereof; and (c) the Company would not be prohibited under this Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the "US Designation Amount") equal to the Fair Market Value of the net Investment of the Company or any other Restricted Subsidiary in such Restricted Subsidiary on such date. In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 10.13 hereof for all purposes of this Indenture in the US Designation Amount. Neither the Company nor any Restricted Subsidiary shall at any time (x) provide a guarantee of, or similar credit support to, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided that the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, (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 the payment thereof to be accelerated or payable 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, including any corresponding right to take enforcement action against such Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent permitted under Section 10.13 and Section 10.14 hereof. The Company will not revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") unless: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions delivered to the Trustee certifying compliance with the foregoing provisions.

Designations of Unrestricted Subsidiaries. The Company shall will not designate any Subsidiary of the Company (other than a newly created Subsidiary in which no Investment has previously been made) as an "Unrestricted SubsidiaryUNRESTRICTED SUBSIDIARY" under this the Indenture (a "Designation") unless: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) except in the case of a Permitted Investment or an Investment made pursuant to clause (iii) or (iv) of the second paragraph of Section 10.13 hereof, immediately after giving effect to such Designation, the Company would be able to incur $1.00 of Indebtedness under clause the proviso in the first paragraph of Section 1008 except in the case of (A)(X1) a Permitted Investment or (2) an Investment to the extent reasonably promptly made with the proceeds of (x) a capital contribution to the Company or (y) an issue or sale of Capital Stock (other than Disqualified Stock) of the proviso Company (other than to a Subsidiary of the Company); PROVIDED that any such Net Cash Proceeds are excluded from clause (3)(B) of paragraph (a) of the Section 10.11 hereof1009 and are not used for the redemption, repurchase or other acquisition of Indebtedness; and (c) the The Company would not be prohibited under this the Indenture from making an Investment at the time of such Designation (assuming the effectiveness of such Designation) in an amount (the "US Designation AmountDESIGNATION AMOUNT") equal to the Fair Market Value of the net Investment of the Company or any other Restricted Subsidiary in such Restricted Subsidiary on such date. In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the Section 10.13 hereof 1009 for all purposes of this the Indenture in the US Designation Amount. Neither The Indenture will further provide that neither the Company nor any Restricted Subsidiary shall at any time (x) provide a guarantee of, or similar credit support to, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided PROVIDED that the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, (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 the payment thereof to be accelerated or payable 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, Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Section 10.13 Sections 1009 and Section 10.14 hereof1011. The Company will not revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "RevocationREVOCATION") unless: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this the Indenture. All Designations and Revocations must be evidenced by Board Resolutions delivered to the Trustee certifying compliance with the foregoing provisions.

Designations of Unrestricted Subsidiaries. The Company shall not may designate after the Closing Time any Subsidiary of created or acquired after the Company Closing Time (other than a newly created Subsidiary in which no Investment has previously been madeGuarantor) as an "Unrestricted Subsidiary" under this Indenture Agreement (a "DesignationDESIGNATION") unless:only if (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (bii) except in the case of a Permitted Investment or an Investment made pursuant to clause (iii) or (iv) of the second paragraph of Section 10.13 hereof, immediately after giving effect to such Designation, the Company would be able permitted to incur $1.00 of Indebtedness under clause (A)(X) of the proviso of Section 10.11 hereof; and (c) the Company would not be prohibited under this Indenture from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to clause (e) of the definition of "Permitted Investments" in an amount (the "US Designation AmountDESIGNATION AMOUNT") equal to the Fair Market Value of the net Investment of the Company or any other Restricted Subsidiary Company's interest in such Restricted Subsidiary on such date. In the event of any such Designation, the The Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 10.13 hereof for all purposes of this Indenture in the US Designation Amount. Neither the Company nor not, and shall not cause or permit any Restricted Subsidiary shall to, at any time (x) provide a guarantee of, or similar credit support to, (other than any such support which is Subordinated Indebtedness and not prohibited under the terms of this Agreement (including without limitation Section 8.04(a)(ii))) for or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided that the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, (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 the payment thereof to be accelerated or payable prior to its final scheduled maturity) maturity upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an any Unrestricted Subsidiary, Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary, except in the case ). All Subsidiaries of clause (x) or (y) Unrestricted Subsidiaries shall automatically be deemed to the extent permitted under Section 10.13 and Section 10.14 hereofbe Unrestricted Subsidiaries. The Company will not may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "RevocationREVOCATION") unless:if (aiii) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and; (biv) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this IndentureAgreement; and (v) any transaction (or series of related transactions) between such Subsidiary and any of its Affiliates that is still outstanding, or otherwise could have a future adverse effect on such Subsidiary, at the time of Revocation, would be permitted by Section 8.06 hereof as if such transaction (or series of related transactions) had occurred at the time of such Revocation. All Designations and Revocations must be evidenced by resolutions of the Board Resolutions of Directors of the Company delivered to the Trustee each Noteholder certifying compliance with the foregoing provisions. Notwithstanding anything to the contrary herein, the Company may not designate any given Subsidiary as an Unrestricted Subsidiary more than once.

Designations of Unrestricted Subsidiaries. The Company shall not designate any Subsidiary of the Company (other than a newly created Subsidiary in which no Investment has previously been made) as an "Unrestricted Subsidiary" under this Indenture (a "Designation") unless: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) except in the case of a Permitted Investment or an Investment made pursuant to clause (iii) or (iv) of the second paragraph of Section 10.13 hereof, immediately after giving effect to such Designation, the Company would be able to incur $1.00 of Indebtedness under clause (A)(X) of the proviso of Section 10.11 hereof; and (c) the Company would not be prohibited under this Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the "US Designation Amount") equal to the Fair Market Value of the net Investment of the Company or any other Restricted Subsidiary in such Restricted Subsidiary on such date. In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 10.13 hereof for all purposes of this Indenture in the US Designation Amount. Neither the Company nor any Restricted Subsidiary shall at any time (x) provide a guarantee of, or similar credit support to, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided that the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, (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 the payment thereof to be accelerated or payable 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, Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Section 10.13 and Section 10.14 hereof. The Company will not revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") unless: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions delivered to the Trustee certifying compliance with the foregoing provisions.

Designations of Unrestricted Subsidiaries. The Company shall not designate any Subsidiary of the Company (other than a newly created Subsidiary in which no Investment has previously been made) as an "Unrestricted Subsidiary" under this Indenture (a "Designation") unless: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) except in the case of a Permitted Investment or an Investment made pursuant to clause (iii) or (iv) of the second paragraph of Section 10.13 hereof, immediately after giving effect to such Designation, the Company would be able to incur $1.00 of Indebtedness (other than Permitted Indebtedness) under clause (A)(X) of the proviso of Section 10.11 hereof5.11; and (c) the Company would not be prohibited under this Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the "US Designation Amount") equal to the Fair Market Value of the net Investment of the Company or any other Restricted Subsidiary in such Restricted Subsidiary on such date. In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 10.13 5.13 hereof for all purposes of this Indenture in the US Designation Amount. Neither the Company nor any Restricted Subsidiary shall at any time (x) provide a guarantee of, or similar credit support to, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided that the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, (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 the payment thereof to be accelerated or payable 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, including any corresponding right to take enforcement action against such Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent permitted under Section 10.13 5.13 and Section 10.14 5.14 hereof. The Company will not revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") unless: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions delivered to the Trustee certifying compliance with the foregoing provisions.

Designations of Unrestricted Subsidiaries. The Company shall not may designate after the Closing Time any Subsidiary of created or acquired after the Company Closing Time (other than a newly created Subsidiary in which no Investment has previously been madeGuarantor) as an "“Unrestricted Subsidiary" ” under this Indenture Agreement (a "“Designation"”) unless:only if (ai) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (bii) except in the case of a Permitted Investment or an Investment made pursuant to clause (iii) or (iv) of the second paragraph of Section 10.13 hereof, immediately after giving effect to such Designation, the Company would be able permitted to incur $1.00 of Indebtedness under clause (A)(X) of the proviso of Section 10.11 hereof; and (c) the Company would not be prohibited under this Indenture from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to clause (e) of the definition of “Permitted Investments” in an amount (the "US “Designation Amount"”) equal to the Fair Market Value of the net Investment of the Company or any other Restricted Subsidiary Company’s interest in such Restricted Subsidiary on such date. In the event of any such Designation, the The Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 10.13 hereof for all purposes of this Indenture in the US Designation Amount. Neither the Company nor not, and shall not cause or permit any Restricted Subsidiary shall to, at any time (x) provide a guarantee of, or similar credit support to, (other than any such support which is Subordinated Indebtedness and not prohibited under the terms of this Agreement (including without limitation Section 8.04(a)(iii))) for or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided that the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, (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 the payment thereof to be accelerated or payable prior to its final scheduled maturity) maturity upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an any Unrestricted Subsidiary, Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary, except in the case ). All Subsidiaries of clause (x) or (y) Unrestricted Subsidiaries shall automatically be deemed to the extent permitted under Section 10.13 and Section 10.14 hereofbe Unrestricted Subsidiaries. The Company will not may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "“Revocation"”) unless:if (aiii) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and; (biv) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this IndentureAgreement; and (v) any transaction (or series of related transactions) between such Subsidiary and any of its Affiliates that is still outstanding, or otherwise could have a future adverse effect on such Subsidiary, at the time of Revocation, would be permitted by Section 8.06 hereof as if such transaction (or series of related transactions) had occurred at the time of such Revocation. All Designations and Revocations must be evidenced by resolutions of the Board Resolutions of Directors of the Company delivered to the Trustee each Series A Noteholder certifying compliance with the foregoing provisions. Notwithstanding anything to the contrary herein, the Company may not designate any given Subsidiary as an Unrestricted Subsidiary more than once.

Designations of Unrestricted Subsidiaries. The Company shall not may designate after the First Closing Date any Subsidiary of the Company (other than a newly created Subsidiary in which no Investment has previously been madeGuarantor) as an "Unrestricted Subsidiary" under this Indenture Agreement (a "DesignationDESIGNATION") unless:only if (ai) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;; and (bii) except in the case of a Permitted Investment or an Investment made pursuant to clause (iii) or (iv) of the second paragraph of Section 10.13 hereof, immediately after giving effect to such Designation, the Company would be able permitted to incur $1.00 of Indebtedness under clause (A)(X) of the proviso of Section 10.11 hereof; and (c) the Company would not be prohibited under this Indenture from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 7.3(x) in an amount (the "US Designation AmountDESIGNATION AMOUNT") equal to the Fair Market Value of the net Investment of the Company or any other Restricted Subsidiary Company's interest in such Restricted Subsidiary on such date. In the event of any such Designation, the The Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 10.13 hereof for all purposes of this Indenture in the US Designation Amount. Neither the Company nor not, and shall not cause or permit any Restricted Subsidiary shall to, at any time (x) provide a guarantee of, or similar credit support to, for or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided that the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, (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 the payment thereof to be accelerated or payable prior to its final scheduled maturity) maturity upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an any Unrestricted Subsidiary, Subsidiary (including any corresponding right to take enforcement action against such Unrestricted Subsidiary, except in the case ). All Subsidiaries of clause (x) or (y) Unrestricted Subsidiaries shall automatically be deemed to the extent permitted under Section 10.13 and Section 10.14 hereofbe Unrestricted Subsidiaries. The Company will not may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "RevocationREVOCATION") unless:if (ai) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and; (bii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this IndentureAgreement; and (iii) any transaction (or series of related transactions) between such Subsidiary and any of its Affiliates that occurred while such Subsidiary was an Unrestricted Subsidiary would be permitted by Section 7.8 hereof as if such transaction (or series of related transactions) had occurred at the time of such Revocation. All Designations and Revocations must be evidenced by Board Resolutions resolutions of the Governing Body of the Company delivered to the Trustee each Noteholder certifying compliance with the foregoing provisions. Notwithstanding anything to the contrary herein, the Company may not designate any given Subsidiary as an Unrestricted Subsidiary more than once.

Designations of Unrestricted Subsidiaries. The Company shall not designate any Subsidiary of the Company (other than a newly created Subsidiary in which no Investment has previously been made) as an "“Unrestricted Subsidiary" ” under this Indenture (a "“Designation"”) unless: (a) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) except in the case of a Permitted Investment or an Investment made pursuant to clause (iii) or (iv) of the second paragraph of Section 10.13 hereof, immediately after giving effect to such Designation, the Company would be able to incur $1.00 of Indebtedness (other than Permitted Indebtedness) under clause (A)(X) of the proviso of Section 10.11 hereof5.11; and (c) the Company would not be prohibited under this Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the "US “Designation Amount"”) equal to the Fair Market Value of the net Investment of the Company or any other Restricted Subsidiary in such Restricted Subsidiary on such date. In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 10.13 5.13 hereof for all purposes of this Indenture in the US Designation Amount. Neither the Company nor any Restricted Subsidiary shall at any time (x) provide a guarantee of, or similar credit support to, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided that the Company may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, (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 the payment thereof to be accelerated or payable 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, including any corresponding right to take enforcement action against such Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent permitted under Section 10.13 5.13 and Section 10.14 5.14 hereof. The Company will not revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "“Revocation"”) unless: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions delivered to the Trustee certifying compliance with the foregoing provisions.