Limitation on Unrestricted Subsidiaries. The Issuers may designate after the Issue Date any Subsidiary as an “Unrestricted Subsidiary” under this Indenture only if:
(a) no Default shall have occurred and be continuing at the time of or after giving effect to such designation;
(b) either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.04 in an amount (the “Designation Amount”) equal to the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments in such Subsidiary (including any guarantee of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date);
(c) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary;
(d) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and
(e) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment. In the event of any such designation, the Issuers shall be deemed to have made an Investment pursuant to Section 4.04 for all purposes of this Indenture in an amount equal to the Designation Amount. For purposes of the foregoing, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary. The Issuers may revoke any designation of a Subsidiar...
Limitation on Unrestricted Subsidiaries. The Company shall not make, and shall not permit any of the Restricted Subsidiaries to make, any Investments in Unrestricted Subsidiaries if, at the time thereof, the aggregate amount of such Investments would exceed the amount of Restricted Payments then permitted to be made pursuant to Section 1009. Any Investments in Unrestricted Subsidiaries permitted to be made pursuant to this covenant (i) shall be treated as the payment of a Restricted Payment in calculating the amount of Restricted Payments made by the Company and (ii) may be made in cash or property.
Limitation on Unrestricted Subsidiaries. The Company will not, at any time, permit (a) the consolidated tangible assets of all Unrestricted Subsidiaries to constitute more than 20% of the consolidated tangible assets of the Company and its Subsidiaries as of the last day of the fiscal quarter most recently ended for which the Company has delivered financial statements pursuant to Section 7.1 or (b) the consolidated revenues of all Unrestricted Subsidiaries for the period of the four consecutive fiscal quarters of the Company most recently ended for which the Company has delivered financial statements pursuant to Section 7.1 to account for more than 20% of the consolidated revenues of the Company and its Subsidiaries for such period. For purposes of the calculations to be made pursuant to this Section 10.7, (1) any Subsidiary having negative tangible assets on any date shall be deemed to have tangible assets of $0 on such date and (2) any Subsidiary having negative revenues for any relevant period shall be deemed to have revenues of $0 for such period.
Limitation on Unrestricted Subsidiaries. The Company (a) will not, as of the end of any fiscal quarter, permit the amount of Consolidated Total Assets to be less than 90% of the Consolidated Total Assets (determined as if the term “Restricted Subsidiary” appearing in the defined term Consolidated Total Assets was replaced with the term “Subsidiary” and without giving effect to the deduction set forth in such defined term) and (b) will not, as of the end of any fiscal quarter, permit EBITDA for the period of four consecutive fiscal quarters most recently ending on or prior to such time to be less than 90% of EBITDA (determined as if the term “Restricted Subsidiary” appearing in the defined term EBITDA (and in the definition of each term used therein) was replaced with the term “Subsidiary” and without giving effect to clause (x) of the definition of “EBIT”) for such period.
Limitation on Unrestricted Subsidiaries. The Company will not permit any Unrestricted Subsidiary to Incur any Debt other than Non-Recourse Debt. The Company will not, and will not permit any of its Subsidiaries to, become directly or indirectly liable (whether pursuant to a guarantee or otherwise) in respect of any Debt or other contractual obligation of any Unrestricted Subsidiary. The Company will not, and will not permit any Subsidiary of the Company to, incur any obligation (i) to, or for the benefit (directly or indirectly) of, any creditor of any Unrestricted Subsidiary to subscribe for additional shares of Capital Stock or other equity interests of any Unrestricted Subsidiary or (ii) to maintain or preserve any Unrestricted Subsidiary's financial condition or to cause such Unrestricted Subsidiary to achieve certain levels of operating results. Neither the Company nor any of its Subsidiaries will sell, lease, convey or otherwise transfer to any Unrestricted Subsidiary any assets which are essential to the operations of the Company and its Subsidiaries, taken as a whole, and the Company will not permit any Unrestricted Subsidiary to acquire any such essential assets.
Limitation on Unrestricted Subsidiaries. The Borrower will not permit any Unrestricted Subsidiary to Incur any Indebtedness other than Non-Recourse Indebtedness; provided, however, if any such Indebtedness ceases to be Non-Recourse Indebtedness, such event shall be deemed to constitute an Incurrence of Indebtedness by the Borrower or a Restricted Subsidiary.
Limitation on Unrestricted Subsidiaries. The Borrower and the Parent shall not, and shall not permit any Restricted Subsidiary to, permit the aggregate revenues of the Unrestricted Subsidiaries to exceed 30% of the consolidated revenues of the Parent, the Borrower and all of the Subsidiaries of the Parent and the Borrower.
Limitation on Unrestricted Subsidiaries. The Company will not, at any time, permit (a) the total assets of all Unrestricted Subsidiaries to constitute more than 20% of the consolidated total assets of the Company and its Subsidiaries as reflected on the most recent balance sheet theretofore delivered to the holders of Notes pursuant to this Agreement or (b) the gross revenues of all Unrestricted Subsidiaries for the period of the four consecutive fiscal quarters of the Company most recently completed to account for more than 20% of the consolidated gross revenues of the Company and its Subsidiaries for such period determined in each case in accordance with GAAP. For purposes of the calculations to be made pursuant to this Section 10.7, (1) any Subsidiary having negative total assets on any date shall be deemed to have total assets of $0 on such date and (2) any Subsidiary having negative gross revenues for any relevant period shall be deemed to have gross revenues of $0 for such period.
Limitation on Unrestricted Subsidiaries. The Company will not, at any time, permit (a) the total assets of all Unrestricted Subsidiaries to constitute more than 15% of the consolidated total assets of the Company and its Subsidiaries or (b) the gross revenues of all Unrestricted Subsidiaries to account for more than 15% of the consolidated gross revenues of the Company and its Subsidiaries, in each case, determined in accordance with GAAP. Although it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 10 before or after giving effect to the issuance of the Notes on a pro forma basis, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.
Limitation on Unrestricted Subsidiaries. 86 9.10 Limitation on Transactions with Affiliates.................. 87 9.11 Limitation on Sales and Leasebacks.......................... 87 9.12 Limitation on Changes in Fiscal Periods..................... 87 9.13
