Common use of Limitation on Designations of Unrestricted Clause in Contracts

Limitation on 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 (a "Designation") unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, the Company would be able to Incur $1.00 of Debt under paragraph (a) of Section 1011; and (c) the Company would not be prohibited under any provision of this Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the "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. 58 In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 1013 for all purposes of this Indenture in the Designation Amount. In addition, neither the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a guarantee of, any Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Debt), provided that the Company or a Restricted Subsidiary may pledge Capital Stock or Debt 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 Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Debt of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Section 1013 or 1020. A Designation may be revoked (a "Revocation") by a Board Resolution, provided that the Company shall not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted. Subsidiaries. ------------ ------------ (a) The Company shall not may designate after the Issue Date any Subsidiary of the Company (other than a newly created Subsidiary in which no Investment has previously been madeGuarantor) as an "Unrestricted Subsidiary Subsidiary" under the Indenture (a "Designation") unlessonly 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; (bii) immediately after giving effect to such Designation, the Company would be able permitted to Incur $1.00 of Debt under paragraph (a) of Section 1011; and (c) the Company would not be prohibited under any provision of this Indenture from making make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 10.13 in an amount (the "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 datedate calculated in accordance with GAAP; and (iii) the Company would be permitted under the Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 10.11 at the time of such Designation (assuming the effectiveness of such Designation). 58 In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 1013 10.13 for all purposes of this Indenture in the Designation Amount. In additionThe Company shall not, neither the Company nor and shall not cause or permit any Restricted Subsidiary shall to, at any time (x) provide credit support for, for or a guarantee subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Debt Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such DebtIndebtedness), provided that the Company or a Restricted Subsidiary may pledge Capital Stock or Debt 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 Debt Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Debt 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 Debt Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in any non-recourse guarantee given solely to support the case pledge by the Company or any Restricted Subsidiary of clause the Capital Stock of an Unrestricted Subsidiary. No Unrestricted Subsidiary shall at any time guarantee or otherwise provide credit support for any obligation of the Company or any Restricted Subsidiary. All Subsidiaries of Unrestricted Subsidiaries shall automatically be deemed to be Unrestricted Subsidiaries. (xb) or (y) to the extent permitted under Section 1013 or 1020. A The Company may revoke any Designation may be revoked of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") by a Board Resolution, provided that the Company shall not make any Revocation unlessif: (ai) no 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 Debt Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this Indenture. ; 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 10.14 as if such transaction (or series of related transactions) had occurred at the time of such Revocation. (c) All Designations and Revocations must be evidenced by Board Resolutions of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted. Subsidiaries. ------------ The Company shall not may designate after the Issue Date any Subsidiary of the Company (other than a newly created Subsidiary in which no Investment has previously been madeGuarantor) as an "Unrestricted Subsidiary Subsidiary" under this Indenture (a "Designation") unlessonly 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; (bii) immediately after giving effect to such Designation, the Company would be able permitted to Incur $1.00 of Debt under paragraph (a) of Section 1011; and (c) the Company would not be prohibited under any provision of this Indenture from making make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the "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; and (iii) the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 10.11 at the time of such Designation (assuming the effectiveness of such Designation). 58 In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 1013 10.12 for all purposes of this Indenture in the Designation Amount. In addition, neither the The Company nor may revoke any Restricted Designation of a Subsidiary shall at any time (x) provide credit support for, or a guarantee of, any Debt of any as an Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Debt), provided that the Company or a Restricted Subsidiary may pledge Capital Stock or Debt 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 Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Debt of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Section 1013 or 1020. A Designation may be revoked (a "Revocation") by a Board Resolution, provided that the Company shall not make any Revocation unlessif: (ai) no 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 Debt Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred incurred at such time, have been permitted to be Incurred at such time incurred for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on 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 (a "Designation") unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) immediately after giving effect to such Designation, the Company would be able to Incur $1.00 of Debt under paragraph (a) of Section 1011; and (c) the Company would not be prohibited under any provision of this Indenture from making an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the "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. 58 In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 1013 for all purposes of this Indenture in the Designation Amount. In addition, neither the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, or a guarantee of, any Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Debt), provided that the Company or a Restricted Subsidiary may pledge Capital Stock or Debt 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 Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Debt of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Section 1013 or 1020. A Designation may be revoked (a "Revocation") by a Board Resolution, provided that the Company shall not make any Revocation unless: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Debt of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time for all purposes of this Indenture. All Designations and Revocations must be evidenced by Board Resolutions certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted. Subsidiaries. ------------ . (a) The Company shall not may designate any Subsidiary of the Company (other ------------- than a newly created Subsidiary in which no Investment has previously been madean Ineligible Subsidiary) as an "Unrestricted Subsidiary Subsidiary" under this Indenture (a "Designation") unlessonly if: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b2) immediately after giving effect to such Designation, the Company would be able to Incur $1.00 of Debt permitted under paragraph (a) of Section 1011; and (c) the Company would not be prohibited under any provision of this Indenture from making to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the "Designation Amount") equal to the Fair Market Value of the net Investment aggregate amount of the Company or any other Restricted Subsidiary its Investments in such Restricted Subsidiary on such date. 58 ; and (3) except in the case of a Subsidiary of the Company in which an Investment is being made pursuant to, and as permitted by, paragraph (c) of Section 4.04, the Company would be permitted to Incur $1.00 of additional Indebtedness pursuant to clause (a)(1) of Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). (b) In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 1013 4.04 for all purposes of this Indenture in the Designation Amount. In addition, neither the . (c) The Company nor may revoke any Restricted Designation of a Subsidiary shall at any time (x) provide credit support for, or a guarantee of, any Debt of any as an Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Debt), provided that the Company or a Restricted Subsidiary may pledge Capital Stock or Debt 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 Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Debt of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Section 1013 or 1020. A Designation may be revoked (a "Revocation") by ), whereupon such Subsidiary shall then constitute a Board ResolutionRestricted Subsidiary, provided that the Company shall not make any Revocation unless: (a) if no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Debt . In the event of any such Revocation, the Company shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time constituting a Restricted Payment pursuant Section 4.04 for all purposes under this Indenture in an amount (if positive) equal to: (1) the Fair Market Value of this Indenture. the aggregate amount of the Company's Investments in such Subsidiary at the time of such Revocation; less (2) the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. (d) All Designations and Revocations must be evidenced by Board Resolutions a resolution of the board of directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted. Subsidiaries. ------------ ------------ (a) The Company shall not may designate any Subsidiary of the Company (other than a newly created Subsidiary in which no Investment has previously been madean Ineligible Subsidiary) as an "Unrestricted Subsidiary Subsidiary" under this Indenture (a "Designation") unlessonly if: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b2) immediately after giving effect to such Designation, the Company would be able to Incur $1.00 of Debt permitted under paragraph (a) of Section 1011; and (c) the Company would not be prohibited under any provision of this Indenture from making to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the "Designation Amount") equal to the Fair Market Value of the net Investment aggregate amount of the Company or any other Restricted Subsidiary its Investments in such Restricted Subsidiary on such date. 58 ; and (3) except in the case of a Subsidiary of the Company in which an Investment is being made pursuant to, and as permitted by, paragraph (c) of Section 4.04, the Company would be permitted to Incur $1.00 of additional Indebtedness pursuant to clause (a)(1) of Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). (b) In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 1013 4.04 for all purposes of this Indenture in the Designation Amount. In addition, neither the . (c) The Company nor may revoke any Restricted Designation of a Subsidiary shall at any time (x) provide credit support for, or a guarantee of, any Debt of any as an Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Debt), provided that the Company or a Restricted Subsidiary may pledge Capital Stock or Debt 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 Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Debt of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Section 1013 or 1020. A Designation may be revoked (a "Revocation") by ), whereupon such Subsidiary shall then constitute a Board ResolutionRestricted Subsidiary, provided that the Company shall not make any Revocation unless: (a) if no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Debt . In the event of any such Revocation, the Company shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time constituting a Restricted Payment pursuant Section 4.04 for all purposes under this Indenture in an amount (if positive) equal to: (1) the Fair Market Value of this Indenture. the aggregate amount of the Company's Investments in such Subsidiary at the time of such Revocation; less (2) the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. (d) All Designations and Revocations must be evidenced by Board Resolutions a resolution of the board of directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Designations of Unrestricted. Subsidiaries. ------------ . (a) The Company shall not may designate any Subsidiary of the Company ------------- (other than a newly created Subsidiary in which no Investment has previously been madean Ineligible Subsidiary) as an "Unrestricted Subsidiary Subsidiary" under this Indenture (a "Designation") unlessonly if: (a1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b2) immediately after giving effect to such Designation, the Company would be able to Incur $1.00 of Debt permitted under paragraph (a) of Section 1011; and (c) the Company would not be prohibited under any provision of this Indenture from making to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the "Designation Amount") equal to the Fair Market Value of the net Investment aggregate amount of the Company or any other Restricted Subsidiary its Investments in such Restricted Subsidiary on such date. 58 ; and (3) except in the case of a Subsidiary of the Company in which an Investment is being made pursuant to, and as permitted by, paragraph (c) of Section 4.04, the Company would be permitted to Incur $1.00 of additional Indebtedness pursuant to clause (a)(1) of Section 4.03 at the time of Designation (assuming the effectiveness of such Designation). (b) In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 1013 4.04 for all purposes of this Indenture in the Designation Amount. In addition, neither the . (c) The Company nor may revoke any Restricted Designation of a Subsidiary shall at any time (x) provide credit support for, or a guarantee of, any Debt of any as an Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Debt), provided that the Company or a Restricted Subsidiary may pledge Capital Stock or Debt 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 Debt of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Debt of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in the case of clause (x) or (y) to the extent permitted under Section 1013 or 1020. A Designation may be revoked (a "Revocation") by ), whereupon such Subsidiary shall then constitute a Board ResolutionRestricted Subsidiary, provided that the Company shall not make any Revocation unless: (a) if no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and (b) all Liens and Debt . In the event of any such Revocation, the Company shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred at such time constituting a Restricted Payment pursuant Section 4.04 for all purposes under this Indenture in an amount (if positive) equal to: (1) the Fair Market Value of this Indenture. the aggregate amount of the Company's Investments in such Subsidiary at the time of such Revocation; less (2) the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Revocation. (d) All Designations and Revocations must be evidenced by Board Resolutions a resolution of the board of directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.