Common use of Limitations on Unrestricted Subsidiaries Clause in Contracts

Limitations on Unrestricted Subsidiaries. The Board of Directors may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if no Default or Event of Default has occurred and is continuing at the time of the designation and if that designation would not cause a Default or an Event of Default; provided the Company may designate any EchoPark Entity to be an Unrestricted Subsidiary if no Event of Default has occurred and is continuing at the time of the designation and if that designation would not cause an Event of Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments or Investments, unless, in each case, such designation is permitted as a Permitted Payment under Section 1009 or Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted (as a Permitted Payment or otherwise) at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. In addition, no such designation may be made unless the proposed Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary that is not simultaneously subject to Designation as an Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 1008, the Company will be in Default. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary if such revocation would not cause a Default or Event of Default. All designations and revocations pursuant to this Section 1018 must be evidenced by a Board Resolution of the Company and an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisions. Within five Business Days of the designation of any Subsidiary as an Unrestricted Subsidiary, the Company shall notify Holders of the Securities of such designation, which notice may be satisfied through the filing or furnishing of a Current Report on Form 8-K with the Commission.

Limitations on Unrestricted Subsidiaries. The Board of Directors Company may designate after the Issue Date any Restricted Subsidiary of the Company to be (other than a Guarantor) as an “Unrestricted Subsidiary if Subsidiary” under this Indenture (a “Designation”) only if: no Default or Event of Default has shall have occurred and is be continuing at the time of the designation and if that designation would not cause a Default or an Event of Defaultafter giving effect to such Designation; provided the Company may designate any EchoPark Entity would be permitted to be make an Unrestricted Subsidiary if no Event of Default has occurred and is continuing Investment (other than a Permitted Investment) at the time of Designation (assuming the designation and if that designation would not cause effectiveness of such Designation) pursuant to the first paragraph of Section 10.09 herein in an Event amount (the “Designation Amount”) equal to the greater of Default. If a Restricted Subsidiary (1) the net book value of the Company is designated as an Unrestricted Subsidiary, Company’s interest in such Subsidiary calculated in accordance with GAAP or (2) the aggregate Fair Market Value of all outstanding Investments owned the Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors; the Company and its Restricted Subsidiaries in the Subsidiary properly designated will would be deemed permitted under this Indenture to be an Investment made as incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to clause (a) of Section 10.08 hereof at the time of such Designation (assuming the designation and will reduce the amount available for Restricted Payments or Investments, unless, in each case, effectiveness of such designation is permitted as a Permitted Payment under Section 1009 or Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted (as a Permitted Payment or otherwise) at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. In addition, no Designation); such designation may be made unless the proposed Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary that of the Company which is not simultaneously subject to Designation as being designated an Unrestricted Subsidiary. If, at any time, any ; such Unrestricted Subsidiary would fail is not liable, directly or indirectly, with respect to meet the preceding requirements as an any Indebtedness other than Unrestricted Subsidiary, it will thereafter cease to be Subsidiary Indebtedness; provided that an Unrestricted Subsidiary may provide a Guarantee for purposes of the Indenture Securities; and such Unrestricted Subsidiary is not a party to any Indebtedness of agreement, contract, arrangement or understanding at such Subsidiary will be deemed to be incurred by a time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no 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 Company as or, in the event such condition is not satisfied, the value of such date andagreement, if contract, arrangement or understanding to such Indebtedness is not permitted to be incurred as of such date under Section 1008, the Company will be in Default. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary if such revocation would not cause shall be deemed a Default or Event of DefaultRestricted Payment. All designations and revocations pursuant to this Section 1018 must be evidenced by a Board Resolution of In the Company and an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisions. Within five Business Days of the designation event of any Subsidiary as an Unrestricted Subsidiarysuch Designation, the Company shall notify Holders be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 10.09 hereof for all purposes of this Indenture in the Securities of such designation, which notice may be satisfied through the filing Designation Amount. The Company shall not and shall not cause or furnishing of a Current Report on Form 8-K with the Commission.permit any Restricted Subsidiary to at any time: