Common use of Limitation on Creation of Unrestricted Subsidiaries Clause in Contracts

Limitation on Creation of Unrestricted Subsidiaries. The Issuer may designate any Subsidiary of the Issuer to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Default shall be continuing after giving effect to such Designation; and (2) the Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to the first paragraph of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary: (1) to the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9 (2) is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results, unless such obligation is a Permitted Investment or is otherwise permitted under Section 4.7. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Debt of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with under Section 4.9 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12. All Designations must be evidenced by an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Creation of Unrestricted Subsidiaries. The Issuer Triumph Receivables, LLC and Triumph Group Charitable Foundation will be Unrestricted Subsidiaries on the Issue Date. After the Issue Date, the Company may designate any other Subsidiary of the Issuer Company to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer Company may designate any Subsidiary (including any newly formed acquired or newly acquired Subsidiaryformed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) of the Issuer as to be an Unrestricted Subsidiary under this Indenture (a “Designation”) after the Issue Date only if: (1) no Default shall be continuing after giving effect to such Designation; and (2) the Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to neither the first paragraph Company nor any of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiaryits Restricted Subsidiaries: (1A) to the extent the provides credit support for, or Guarantee of, any Debt of the such Subsidiary is not Non-Recourse or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt, but excluding, in the case of a Receivable Subsidiary, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9Standard Securitization Undertakings); (2B) is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary (except, in the case of a Person with respect to which neither the Issuer nor Receivable Subsidiary any Restricted Subsidiary Standard Securitization Undertakings); or (C) has any direct or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the such Person’s financial condition or to cause the such Person to achieve any specified levels of operating results, unless such obligation is a Permitted Investment or is otherwise permitted under Section 4.7. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary including by way of subscription for purposes of this Indenture and any Debt of the Subsidiary and any Liens on assets additional Capital Interests of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with under Section 4.9 and Person; (ii) all such Subsidiary does not own any Capital Interests of, or own or hold any Lien on any property of, any Restricted Subsidiary of the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12. All Designations must be evidenced by an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisions.Company; and (iii) either:

Limitation on Creation of Unrestricted Subsidiaries. The Issuer Triumph Receivables, LLC, Triumph Group Charitable Foundation, Triumph Interiors, Ltd, Saygrove Actuation & Motion Control Limited and Airframe Spares & Logistics GmbH will be Unrestricted Subsidiaries on the Issue Date. After the Issue Date, the Company may designate any other Subsidiary of the Issuer Company to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer Company may designate any Subsidiary (including any newly formed acquired or newly acquired Subsidiaryformed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) of the Issuer as to be an Unrestricted Subsidiary under this Indenture (a “Designation”) after the Issue Date only if: (1) no Default shall be continuing after giving effect to such Designation; and (2) the Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to neither the first paragraph Company nor any of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiaryits Restricted Subsidiaries: (1A) to the extent the provides credit support for, or Guarantee of, any Debt of the such Subsidiary is not Non-Recourse or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt, but excluding, in the case of a Receivable Subsidiary, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9Standard Securitization Undertakings); (2B) is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary (except, in the case of a Person with respect to which neither the Issuer nor Receivable Subsidiary any Restricted Subsidiary Standard Securitization Undertakings); or (C) has any direct or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the such Person’s financial condition or to cause the such Person to achieve any specified levels of operating results, unless such obligation is a Permitted Investment or is otherwise permitted under Section 4.7. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary including by way of subscription for purposes of this Indenture and any Debt of the Subsidiary and any Liens on assets additional Capital Interests of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with under Section 4.9 and Person; (ii) all such Subsidiary does not own any Capital Interests of, or own or hold any Lien on any property of, any Restricted Subsidiary of the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12. All Designations must be evidenced by an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisions.Company; and (iii) either:

Limitation on Creation of Unrestricted Subsidiaries. (a) The Issuer Company may designate any Subsidiary of the Issuer to be Company (including any newly-acquired or newly-formed Subsidiary) as an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Default shall be or Event of Default has occurred and is continuing after giving effect to such Designation; and; (2) the Issuer would Subsidiary to be permitted to make, so designated and its Subsidiaries do not at the time of such DesignationDesignation own any Capital Interests or Debt of, (i) a Permitted Investment or (ii) an Investment pursuant to own or hold any Lien with respect to, the first paragraph of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value Company or any Restricted Subsidiary of the Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary:Company; (13) to the extent all the Debt of such Subsidiary and its Subsidiaries shall, at the Subsidiary is not date of designation, and will at all times thereafter, consist of Non-Recourse Debt, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9; (24) such Subsidiary is a Person with respect to which neither the Issuer Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation to: (a) to subscribe for additional Capital Interests or of such Subsidiary; or (b) to maintain or preserve the Personsuch Subsidiary’s financial condition or to cause the Person such Subsidiary to achieve any specified levels of operating results; (5) on the date such Subsidiary is designated an Unrestricted Subsidiary, unless such obligation Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary with terms substantially less favorable to the Company than those that might have been obtained from Persons who are not Affiliates of the Company; and (6) either (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (b) the Company could at the time of Designation make (i) a Restricted Payment in an amount equal to the greater of the Fair Market Value or book value of such Subsidiary pursuant to Section 4.08 and such amount is thereafter treated as a Restricted Payment for the purpose of calculating the amount available for Restricted Payments thereunder or (ii) a Permitted Investment Investment. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect to such Revocation: (1) all the Debt of such Unrestricted Subsidiary could be Incurred pursuant to Section 4.09; (2) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.10; and (3) no Default or Event of Default has occurred and is otherwise permitted under Section 4.7continuing after giving effect to such Revocation. (c) Any such Designation or Revocation 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 or Revocation, as the case may be, and an Officers’ Certificate certifying that such Designation or Revocation complied with the foregoing conditions. (d) A Revocation will be deemed to be an Incurrence of Debt by a Restricted Subsidiary of any outstanding Debt of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary fails would fail to meet the preceding foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Indenture, and any Debt of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary Incurred as of the date and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with under Section 4.9 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12. All Designations must be evidenced by an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisionsdate.

Limitation on Creation of Unrestricted Subsidiaries. The Issuer After the Issue Date, the Company may designate any Subsidiary of the Issuer Company to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer Company may designate any Subsidiary (including any newly formed acquired or newly acquired Subsidiaryformed Subsidiary or a Person becoming a Subsidiary through merger, amalgamation or consolidation or Investment therein) of the Issuer as to be an Unrestricted Subsidiary under this Indenture (a “Designation”) after the Issue Date only if: (1) no Default shall be continuing after giving effect to such Designation; and (2) the Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to neither the first paragraph Company nor any of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiaryits Restricted Subsidiaries: (1A) to the extent the Debt of the Subsidiary is not Non-Recourse Debtprovides credit support for, or Guarantee of, any guarantee Indebtedness of such Subsidiary or other credit support thereof by the Issuer any Subsidiary of such Subsidiary (including any undertaking, agreement or a Restricted Subsidiary is permitted under Section 4.9instrument evidencing such Indebtedness); (2B) is a Person with respect to which neither the Issuer nor directly or indirectly liable for any Restricted Indebtedness of such Subsidiary or any Subsidiary of such Subsidiary; or (C) has any direct or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the Personsuch Subsidiary’s financial condition or to cause the Person such Subsidiary to achieve any specified levels of operating results, unless including by way of subscription for additional Capital Interests of such obligation is a Permitted Investment Subsidiary; and such Subsidiary does not own any Capital Interests of, or is otherwise permitted under Section 4.7. If, at own or hold any timeLien on any property of, any Unrestricted Restricted Subsidiary fails to meet of the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease Company; and (ii) either: (A) the Subsidiary to be so designated has total assets of $1,000 or less; or (B) the Company could make a Restricted Payment or Investment at the time of designation in an Unrestricted Subsidiary for purposes of this Indenture and any Debt amount equal to the greater of the Subsidiary and any Liens on assets Fair Market Value or net book value of such Subsidiary shall be deemed pursuant to be incurred by a Restricted Subsidiary as of the date Section 3.4 (and, if applicable, such amount is thereafter treated as a Restricted Payment for the Debt is not permitted to be incurred under Section 4.9, purpose of calculating the amount available for Restricted Payments thereunder) or the Lien is not permitted under Section 4.12, the Issuer shall be in default definition of the applicable covenant. “Permitted Investments.” An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt Indebtedness of such Unrestricted Subsidiary could be Incurred in accordance with under Section 4.9 3.3 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred Incurred pursuant to Section 4.123.5. All Designations must be evidenced by an Officers’ Certificate delivered to Nothing in this Indenture shall prevent the Trustee certifying compliance Company or a Restricted Subsidiary from pledging the Capital Interests of any Unrestricted Subsidiary so long as such transaction otherwise complies with the foregoing provisionsprovisions of this Indenture.

Limitation on Creation of Unrestricted Subsidiaries. The Issuer may designate any Subsidiary of the Issuer to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Default shall be continuing after giving effect to such Designation; and (2) the Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to the first paragraph of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary: (1) to the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9; (2) is not party to any agreement, contract, arrangement or understanding that would not be permitted under Section 4.11; and (3) is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results, unless such obligation is a Permitted Investment or is otherwise permitted under Section 4.7. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Debt of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with under Section 4.9 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12. All Designations must be evidenced by an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Creation of Unrestricted Subsidiaries. The Issuer Company may designate any Subsidiary of the Issuer to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Default shall be continuing after giving effect to such Designation; and (2) the Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to the first paragraph of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary: (1) to the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9 (2) is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results, unless such obligation is a Permitted Investment or is otherwise permitted under Section 4.7. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Debt of after the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by Issue Date; provided that the Company could make a Restricted Subsidiary Payment or Permitted Investment in an amount equal to the fair market value as determined in good faith by the Board of Directors pursuant to Section 4.05 and such amount is thereafter treated as a Restricted Payment or Permitted Investment for the date and, if purpose of calculating the Debt is not permitted to be incurred amount available under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant4.05. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt Indebtedness of such Unrestricted Subsidiary could be Incurred in accordance with incurred under Section 4.9 4.07 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.124.09. All Designations must be evidenced Notwithstanding the foregoing, in no event shall the Company or any other Restricted Subsidiary subsequently sell, transfer or otherwise dispose of any Material Intellectual Property, Material FCC License or any other assets owned by an Officers’ Certificate delivered the Company or any other Restricted Subsidiary that is material to the Trustee certifying compliance with business operations, assets, financial condition or prospects of the foregoing provisionsCompany and the Restricted Subsidiaries, taken as a whole (in each case, whether pursuant to a sale, lease, license, transfer, Investment, Restricted Payment, dividend or otherwise or relating to the exclusive rights thereto) to any Unrestricted Subsidiary; provided that in no event shall this sentence prohibit the Company or any Restricted Subsidiary from (i) selling, transferring or otherwise disposing of cash or Cash Equivalents to the extent not otherwise prohibited by the Indenture or (ii) entering into non-exclusive licensing arrangements. Notwithstanding anything to the contrary herein, the Company (i) will not permit any of its Unrestricted Subsidiaries to make any dividend or other distribution declared or paid on any Capital Stock of such Unrestricted Subsidiary on a greater than pro rata basis to any holder of the Capital Stock of such Unrestricted Subsidiary (other than to the extent any of the Company or a Restricted Subsidiary receive a greater than pro rata share of such dividend or other distribution) and (ii) shall cause its Unrestricted Subsidiaries (other than the Receivables SPV) to dividend or otherwise distribute, at such times as may be determined in good faith by the Company, to the Company or any Restricted Subsidiary (and, if applicable, to any other holders of the Capital Stock of such Unrestricted Subsidiaries on a not greater than pro rata basis) any cash or Cash Equivalents (whether generated from operations, asset sales or otherwise) of such Unrestricted Subsidiaries, taken as a whole, that are not, in the good faith determination of the Company, reasonably necessary for bona fide business purposes of such Unrestricted Subsidiaries, taken as a whole.

Limitation on Creation of Unrestricted Subsidiaries. (a) The Issuer Company may designate any Subsidiary of the Issuer to be Company (including any newly-acquired or newly-formed Subsidiary) as an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Default shall be or Event of Default has occurred and is continuing after giving effect to such Designation; and; (2) the Issuer would Subsidiary to be permitted to make, so designated and its Subsidiaries do not at the time of such DesignationDesignation own any Capital Interests or Debt of, (i) a Permitted Investment or (ii) an Investment pursuant to own or hold any Lien with respect to, the first paragraph of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value Company or any Restricted Subsidiary of the Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary:Company; (13) to the extent all the Debt of such Subsidiary and its Subsidiaries shall, at the Subsidiary is not date of designation, and will at all times thereafter, consist of Non-Recourse Debt, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9; (24) such Subsidiary is a Person with respect to which neither the Issuer Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation to: (aA) to subscribe for additional Capital Interests or of such Subsidiary; or (bB) to maintain or preserve the Personsuch Subsidiary’s financial condition or to cause the Person such Subsidiary to achieve any specified levels of operating results; (5) on the date such Subsidiary is designated an Unrestricted Subsidiary, unless such obligation Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary with terms substantially less favorable to the Company than those that might have been obtained from Persons who are not Affiliates of the Company; and (6) either (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (b) the Company could at the time of Designation make (i) a Restricted Payment in an amount equal to the greater of the Fair Market Value or book value of such Subsidiary pursuant to Section 4.08 and such amount is thereafter treated as a Restricted Payment for the purpose of calculating the amount available for Restricted Payments thereunder or (ii) a Permitted Investment Investment. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect to such Revocation: (1) all the Debt of such Unrestricted Subsidiary could be Incurred pursuant to Section 4.09; (2) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.10; and (3) no Default or Event of Default has occurred and is otherwise permitted under Section 4.7continuing after giving effect to such Revocation. (c) Any such Designation or Revocation 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 or Revocation, as the case may be, and an Officers’ Certificate certifying that such Designation or Revocation complied with the foregoing conditions. (d) A Revocation will be deemed to be an Incurrence of Debt by a Restricted Subsidiary of any outstanding Debt of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary fails would fail to meet the preceding foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Indenture, and any Debt of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary Incurred as of the date and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with under Section 4.9 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12. All Designations must be evidenced by an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisionsdate.

Limitation on Creation of Unrestricted Subsidiaries. (a) The Issuer Company may designate any Subsidiary of the Issuer to be Company (including any newly-acquired or newly-formed Subsidiary) as an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Event of Default shall be has occurred and is continuing after giving effect to such Designation; and; (2) the Issuer would Subsidiary to be permitted to make, so designated and its Subsidiaries do not at the time of such DesignationDesignation own any Capital Interests or Debt of, (i) a Permitted Investment or (ii) an Investment pursuant to own or hold any Lien with respect to, the first paragraph of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value Company or any Restricted Subsidiary of the Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary:Company; (13) to the extent all the Debt of such Subsidiary and its Subsidiaries shall, at the Subsidiary is not date of designation, and will at all times thereafter, consist of Non-Recourse Debt, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9; (24) such Subsidiary is a Person with respect to which neither the Issuer Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation to: (aA) to subscribe for additional Capital Interests or of such Subsidiary or (bB) to maintain or preserve the Personsuch Subsidiary’s financial condition or to cause the Person such Subsidiary to achieve any specified levels of operating results; (5) on the date such Subsidiary is designated an Unrestricted Subsidiary, unless such obligation Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary with terms substantially less favorable to the Company than those that might have been obtained from Persons who are not Affiliates of the Company; and (6) either (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (b) the Company could at the time of Designation make (i) a Restricted Payment in an amount equal to the greater of the Fair Market Value or book value of such Subsidiary pursuant to Section 4.08 and such amount is thereafter treated as a Restricted Payment for the purpose of calculating the amount available for Restricted Payments thereunder or (ii) a Permitted Investment in an amount equal to the greater of the Fair Market Value or book value of such Subsidiary and such amount is otherwise permitted under thereafter treated as a Permitted Investment for the purpose of calculating the amount available for Permitted Investments thereunder. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect to such Revocation: (1) all the Debt of such Unrestricted Subsidiary could be Incurred pursuant to Section 4.74.09; and (2) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.10. (c) Any such Designation or Revocation 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 or Revocation, as the case may be, and an Officers’ Certificate certifying that such Designation or Revocation complied with the foregoing conditions. (d) A Revocation will be deemed to be an Incurrence of Debt by the applicable Restricted Subsidiary of any outstanding Debt of the applicable Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary fails would fail to meet the preceding foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Indenture, and any Debt of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Incurred as of such date. (e) Notwithstanding the foregoing, (i) if any Restricted Subsidiary as of the date andowns or holds any Material Intellectual Property, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant. An Unrestricted such Restricted Subsidiary may not be designated as a Restricted Subsidiary if (i) all the Debt of such an Unrestricted Subsidiary could be Incurred in accordance with under Section 4.9 and (ii) all neither the Liens on the property and assets Company nor any of such its Restricted Subsidiaries shall make any Investment consisting of Material Intellectual Property in, Restricted Payment consisting of Material Intellectual Property to or otherwise dispose of any Material Intellectual Property to, any Unrestricted Subsidiary could be incurred pursuant (in each case, without regard to Section 4.12. All Designations must be evidenced whether the Company or any Restricted Subsidiary has the right to continue to utilize any such Material Intellectual Property after such transfer); for the avoidance of doubt, it is understood and agreed that such restriction shall not restrict any non- exclusive licenses, sublicenses or cross licenses of rights in intellectual property or any rights in intellectual property that become Material Intellectual Property subsequent to the acquisition by an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisionsUnrestricted Subsidiary.

Limitation on Creation of Unrestricted Subsidiaries. The Issuer Company may designate any Subsidiary of the Issuer Company to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer Company may designate any Subsidiary (including any existing Subsidiary and any newly acquired or newly formed or newly acquired Subsidiary) of the Issuer as to be an Unrestricted Subsidiary under this Indenture unless such Subsidiary owns any Capital Interests of, or owns or holds any Lien on any property of, any other Restricted Subsidiary of the Company, provided that (a “Designation”i) only if: (1) no Default shall be continuing immediately after giving effect to such Designation; and designation, the Company could Incur at least $1.00 of additional Debt (2other than Permitted Debt) the Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to the first paragraph of under Section 4.74.9 or (ii) the Consolidated Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction, in either case, and provided further that the Company could make a Restricted Payment or a Permitted Investment in an amount (the “Designation Amount”) equal to the greater of the Fair Market Value or book value of the Issuer’s proportionate interest in such Subsidiary on pursuant to Section 4.7 and such date. No Subsidiary shall be Designated amount is thereafter treated as an Unrestricted Subsidiary unless such Subsidiary: (1) to the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9 (2) is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct Payment or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results, unless such obligation is a Permitted Investment or is otherwise permitted under for the purpose of calculating the amount available in connection with Section 4.7. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Debt of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with under pursuant to Section 4.9 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12. All Designations must be evidenced by The Company may not designate the Co-Issuer as an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisionsUnrestricted Subsidiary.

Limitation on Creation of Unrestricted Subsidiaries. (a) The Issuer Company may designate any Subsidiary of the Issuer to be Company (including any newly-acquired or newly-formed Subsidiary) as an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Default shall be or Event of Default has occurred and is continuing after giving effect to such Designation; and; (2) the Issuer would Subsidiary to be permitted to make, so designated and its Subsidiaries do not at the time of such DesignationDesignation own any Capital Interests or Debt of, (i) a Permitted Investment or (ii) an Investment pursuant to own or hold any Lien with respect to, the first paragraph of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value Company or any Restricted Subsidiary of the Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary:Company; (13) to the extent all the Debt of such Subsidiary and its Subsidiaries shall, at the Subsidiary is not date of designation, and will at all times thereafter, consist of Non-Recourse Debt, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9; (24) such Subsidiary is a Person with respect to which neither the Issuer Company nor any of its Restricted Subsidiary Subsidiaries has any direct or indirect obligation to: (a) to subscribe for additional Capital Interests or of such Subsidiary; or (b) to maintain or preserve the Personsuch Subsidiary’s financial condition or to cause the Person such Subsidiary to achieve any specified levels of operating results; and (a) the Subsidiary to be so designated has total consolidated assets of $10,000 or less or (b) if such Subsidiary to be so designated has total consolidated assets greater than $10,000, unless the Company could at the time of Designation make (i) a Restricted Payment in an amount equal to the greater of the Fair Market Value or book value of such obligation Subsidiary pursuant to Section 4.08 and such amount is thereafter treated as a Restricted Payment for the purpose of calculating the amount available for Restricted Payments thereunder or (ii) a Permitted Investment Investment. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect to such Revocation: (1) all the Debt of such Unrestricted Subsidiary could be Incurred pursuant to Section 4.09; (2) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.10; and (3) no Default or Event of Default has occurred and is otherwise permitted under Section 4.7continuing after giving effect to such Revocation. (c) Any such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee a Board Resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate certifying that such Designation or Revocation complied with the foregoing conditions. (d) A Revocation will be deemed to be an Incurrence of Debt by a Restricted Subsidiary of any outstanding Debt of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary fails would fail to meet the preceding foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture Indenture, and any Debt of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary Incurred as of the date and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with under Section 4.9 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12. All Designations must be evidenced by an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisionsdate.

Limitation on Creation of Unrestricted Subsidiaries. The Issuer may designate any Subsidiary of the Issuer to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer Company may designate any Subsidiary (including any newly formed acquired or newly acquired Subsidiaryformed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) of the Issuer as to be an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Default shall be continuing after giving effect to such Designation; and (2) the Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to neither the first paragraph Company nor any of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiaryits Restricted Subsidiaries: (1A) to the extent the provides credit support for, or Guarantee of, any Debt of the such Subsidiary is not Non-Recourse or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt, but excluding, in the case of a Receivable Subsidiary, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9Standard Securitization Undertakings); (2B) is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary (except, in the case of a Person with respect to which neither the Issuer nor Receivable Subsidiary any Restricted Subsidiary Standard Securitization Undertakings); (C) has any direct or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the such Person’s financial condition or to cause the such Person to achieve any specified levels of operating results, unless including by way of subscription for additional Capital Interests of such obligation Person; or (D) such Subsidiary does not own any Capital Interests of, or own or hold any Lien on any property of, any Restricted Subsidiary of the Company; and (ii) either (A) the Subsidiary to be so designated has total assets of $1,000 or less; or (B) the Company could make a Restricted Payment at the time of designation in an amount equal to the greater of the Fair Market Value or net book value of such Subsidiary pursuant to SECTION 4.7 (and such amount is thereafter treated as a Permitted Investment or is otherwise permitted under Section 4.7Restricted Payment for the purpose of calculating the amount available for Restricted Payments thereunder). If, The Company may at any time, time designate any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted be a Restricted Subsidiary, it ; provided that: (i) such designation shall thereafter cease be deemed to be an Unrestricted incurrence of Debt by a Restricted Subsidiary for purposes of this Indenture and the Company of any outstanding Debt of the Subsidiary and any Liens on assets of such Unrestricted Subsidiary; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be incurred by a Restricted Subsidiary made as of the date time of such designation; and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (iiii) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with under Section 4.9 and (ii) all the Liens on the upon property and or assets of such Unrestricted Subsidiary could be incurred pursuant to Section existing at the time of such designation are permitted under SECTION 4.12. All Designations must be evidenced by an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Creation of Unrestricted Subsidiaries. The Stage I Issuer may designate any Subsidiary of the Stage I Issuer to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Stage I Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Stage I Issuer as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Default shall be continuing after giving effect to such Designation; and (2) the Stage I Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to the first paragraph of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Stage I Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary: (1) to the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee or other credit support thereof by the Stage I Issuer or a Restricted Subsidiary is permitted under Section 4.9; (2) is not party to any agreement, contract, arrangement or understanding that would not be permitted under Section 4.11; and (3) is a Person with respect to which neither the Stage I Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results, unless such obligation is a Permitted Investment or is otherwise permitted under Section 4.7. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Debt of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Stage I Issuer shall be in default of the applicable covenant. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with under Section 4.9 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12. All Designations must be evidenced by an Officers’ Certificate delivered to the Stage I Trustee certifying compliance with the foregoing provisions.

Limitation on Creation of Unrestricted Subsidiaries. The Issuer may designate any Subsidiary of the Issuer to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. The Issuer Company may designate any Subsidiary (including any newly formed acquired or newly acquired Subsidiaryformed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) of the Issuer as to be an Unrestricted Subsidiary under this Indenture (a “Designation”) only if: (1) no Default shall be continuing after giving effect to such Designation; and (2) the Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to neither the first paragraph Company nor any of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiaryits Restricted Subsidiaries: (1A) to the extent the provides credit support for, or Guarantee of, any Debt of the such Subsidiary is not Non-Recourse or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt, but excluding, in the case of a Receivable Subsidiary, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9Standard Securitization Undertakings); (2B) is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary (except, in the case of a Person with respect to which neither the Issuer nor Receivable Subsidiary any Restricted Subsidiary Standard Securitization Undertakings); (C) has any direct or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the such Person’s financial condition or to cause the such Person to achieve any specified levels of operating results, unless including by way of subscription for additional Capital Interests of such obligation Person; or (A) such Subsidiary does not own any Capital Interests of, or own or hold any Lien on any property of, any Restricted Subsidiary of the Company; and (ii) either (A) the Subsidiary to be so designated has total assets of $1,000 or less; or 509335-2181-14734-Active.16594683.10 (B) the Company could make a Restricted Payment at the time of designation in an amount equal to the greater of the Fair Market Value or net book value of such Subsidiary pursuant to SECTION 4.7 (and such amount is thereafter treated as a Permitted Investment or is otherwise permitted under Section 4.7Restricted Payment for the purpose of calculating the amount available for Restricted Payments thereunder). If, The Company may at any time, time designate any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted be a Restricted Subsidiary, it ; provided that: (i) such designation shall thereafter cease be deemed to be an Unrestricted incurrence of Debt by a Restricted Subsidiary for purposes of this Indenture and the Company of any outstanding Debt of the Subsidiary and any Liens on assets of such Unrestricted Subsidiary; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be incurred by a Restricted Subsidiary made as of the date time of such designation; and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (iiii) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with under Section 4.9 and (ii) all the Liens on the upon property and or assets of such Unrestricted Subsidiary could be incurred pursuant to Section existing at the time of such designation are permitted under SECTION 4.12. All Designations must be evidenced by an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisions.