Common use of Subsidiary of an Unrestricted Subsidiary Clause in Contracts

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the Issuer nor any other Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Issuer or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary; (iv) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary on terms more favorable to such Subsidiary than those that might be obtained at the time from persons who are not Affiliates of the Issuer, and (v) neither the Issuer nor any other Subsidiary has any obligation (1) to subscribe for additional shares of Capital Stock or other equity interests in such Subsidiary, or (2) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing a Board Resolution with the Trustee giving effect to such designation. The Board of Directors of the Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary if, immediately after giving effect to such designation, there would be no Default or Event of Default under this Indenture and the Issuer could incur $1.00 of additional Indebtedness under clause (i) of Section 10.11(a) hereof.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted. Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than any Subsidiary of the Subsidiary to be so designated), provided that any Unrestricted Subsidiary must be an entity of which shares of the capital stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Issuer, such designation complies with Section 4.07 hereof and each of the Subsidiary to be so long as (i) neither designated and its Subsidiaries has not at the Issuer nor any other Subsidiary is time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness pursuant to which the lender has recourse to any of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness the assets of the Issuer or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary; (iv) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary on terms more favorable to such Subsidiary than those that might be obtained at the time from persons who are not Affiliates of the Issuer, and (v) neither the Issuer nor any other Subsidiary has any obligation (1) to subscribe for additional shares of Capital Stock or other equity interests in such Subsidiary, or (2) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing a Board Resolution with the Trustee giving effect to such designation. The Board of Directors of the Issuer may designate any Unrestricted Subsidiary as to be a Restricted Subsidiary ifSubsidiary; provided that, immediately after giving effect to such designation, there would be designation no Default or Event of Default under this Indenture shall have occurred and be continuing and the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first sentence under clause (i) Section 4.09 hereof on a pro forma basis taking into account such designation. Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of Section 10.11(a) hereofthe board resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer Borrower may designate any Subsidiary subsidiary of the Borrower (including any existing subsidiary and any newly acquired or newly formed Subsidiarysubsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any subsidiary of the Borrower (other than any subsidiary of the subsidiary to be so long as designated or any other Unrestricted Subsidiary); provided that (i) neither any Unrestricted Subsidiary must be an entity of which shares of the Issuer nor any capital stock or other Subsidiary is equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (ii) such designation complies with Section 6.04 and (iii) each of (A) the subsidiary to be so designated and (B) its subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) pursuant to which the lender has recourse to any holder of any other Indebtedness of the Issuer assets of Holdings, the Borrower or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary; (iv) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary on terms more favorable to such Subsidiary than those that might be obtained at the time from persons who are not Affiliates of the Issuer, and (v) neither the Issuer nor any other Subsidiary has any obligation (1) to subscribe for additional shares of Capital Stock or other equity interests in such Subsidiary, or (2) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing a Board Resolution with the Trustee giving effect to such designation. The Board of Directors of the Issuer Borrower may designate any Unrestricted Subsidiary as to be a Restricted Subsidiary ifSubsidiary; provided that, immediately after giving effect to such designation, there would be designation no Default or Event of Default under this Indenture shall have occurred and be continuing and either (x) the Issuer Borrower could incur at least $1.00 of additional Indebtedness under clause (i) pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph of Section 10.11(a6.01 or (y) hereofthe Fixed Charge Coverage Ratio for the Borrower and its Restricted Subsidiaries would be equal to or greater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Borrower shall be notified by the Borrower to the Agent by promptly delivering to the Agent a copy of any applicable Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions. Notwithstanding the foregoing, as of the Closing Date, all of the subsidiaries of the Borrower will be Restricted Subsidiaries, other than those as to which the Agent has otherwise agreed in the exercise of its reasonable discretion.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer Borrower may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Issuer nor Borrower or any other Subsidiary of the Borrower that is directly not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or indirectly liable for less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 7.1 and the final paragraph of the definition of the term “Investment”; provided, further, that no Subsidiary may be designated as an Unrestricted Subsidiary if it owns (or holds an exclusive license in respect of) any material Intellectual Property. The Board of Directors of the Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (x) the Borrower could Incur $1.00 of Ratio Indebtedness of such Subsidiary, pursuant to Section 7.2(a) and (iiy) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Issuer or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to Default shall have occurred and be accelerated or payable prior to its Stated Maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary; (iv) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary on terms more favorable to such Subsidiary than those that might be obtained at the time from persons who are not Affiliates of the Issuer, and (v) neither the Issuer nor any other Subsidiary has any obligation (1) to subscribe for additional shares of Capital Stock or other equity interests in such Subsidiary, or (2) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating resultscontinuing. Any such designation by the Board of Directors of the Issuer Borrower shall be evidenced to the Trustee Administrative Agent by filing promptly delivering to the Administrative Agent a Board Resolution with copy of the Trustee giving effect to such designation. The resolution of the Board of Directors of the Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary if, immediately after Borrower giving effect to such designationdesignation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. Each Unrestricted Subsidiary as of the Closing Date shall be set forth in Schedule 1.4. Notwithstanding the foregoing, there would for so long as the ABL Agreement is in effect, in no event shall any Domestic Subsidiary that is a “Restricted Subsidiary” under the ABL Agreement (to the extent such concept applies under the ABL Agreement at such time) be no Default or Event of Default under this Indenture and the Issuer could incur $1.00 of additional Indebtedness under clause (i) of Section 10.11(a) hereofdeemed an Unrestricted Subsidiary hereunder.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer Borrower may designate any Subsidiary (including any newly acquired other than Canadian Restricted Subsidiary, U.K. Restricted Subsidiary, Mexican Restricted Subsidiary or newly formed SubsidiaryTech Industries) to be as an Unrestricted Subsidiary so long as (ix) neither the Issuer Borrower nor any other Restricted Subsidiary is directly or indirectly liable for any Indebtedness or any other obligation or liability of such Subsidiary, (iiy) no default with respect to any Indebtedness or any other obligation or liability of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness or any other obligation or liability of the Issuer Borrower or any Restricted Subsidiary to declare a default on such other Indebtedness Indebtedness, obligation or liability of Borrower or a Restricted Subsidiary or cause the payment thereof to be accelerated or payable prior to its Stated Maturity, stated maturity; and (iiiz) neither Borrower nor any Restricted Subsidiary shall have made any Investment in such Subsidiary made as a result of designating unless such Subsidiary an Unrestricted Subsidiary; (iv) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary on terms more favorable to such Subsidiary than those that might be obtained at the time from persons who are not Affiliates of the Issuer, and (v) neither the Issuer nor any other Subsidiary has any obligation (1) to subscribe for additional shares of Capital Stock or other equity interests in such Subsidiary, or (2) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating resultsInvestment is permitted under subsection 3.3. Any such designation by the Board of Directors of the Issuer shall be evidenced by a resolution of the Board of Directors delivered to the Trustee by filing a Board Resolution with the Trustee giving effect to such designationAgent. The Board of Directors of the Issuer Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary ifat any time in the same manner as it would designate a Subsidiary as an Unrestricted Subsidiary, so long as immediately after giving effect to such designationdesignation as a Restricted Subsidiary, there would be no Default or Event of Default under this Indenture and the Issuer could incur $1.00 of additional Indebtedness under clause (i) of Section 10.11(a) hereofhereunder.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the Issuer Company nor any other Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Issuer Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary; Subsidiary will not violate the provisions of Section 1012, (iv) neither the Issuer Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary on terms more favorable to such Subsidiary other than those that might be obtained at the time from persons who are not Affiliates of the IssuerCompany, and (v) neither the Issuer Company nor any other Subsidiary has any obligation (1) to subscribe for additional shares of Capital Stock or other equity interests interest in such Subsidiary, or (2) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board board of Directors directors of the Issuer Company shall be evidenced to the Trustee by filing a Board Resolution board resolution with the Trustee giving effect to such designation. The Board of Directors of the Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary if, immediately after giving effect to such designation, there would be no Default or Event of Default under this Indenture and the Issuer Company could incur $1.00 of additional Indebtedness under clause (iother than Permitted Indebtedness) of pursuant to Section 10.11(a) hereof1011.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the Issuer nor any other Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Issuer or any Restricted other Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturitystated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary; (iv) neither the Issuer nor any Restricted other Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary on terms more favorable to such Subsidiary other than those that might be obtained at the time from persons who are not Affiliates of the Issuer, Issuer and (viv) neither the Issuer nor any other Subsidiary has any obligation (1) to subscribe for additional shares of Capital Stock or other equity interests interest in such Subsidiary, Subsidiary or (2) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing a Board Resolution board resolution with the Trustee giving effect to such designation. The Board of Directors of the Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary if, if immediately after giving effect to such designation, there would be no Default or Event of Default under this Indenture and the Issuer could incur $1.00 of additional Indebtedness under clause (iother than Intercompany Indebtedness) pursuant to Section 1011 of Section 10.11(a) hereofthe Original Indenture.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer nor or any Subsidiary of the Issuer (other than any Subsidiary is of the Subsidiary to be so designated), provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Issuer, (b) such designation complies with Section 4.11 and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness pursuant to which the lender has recourse to any of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness the assets of the Issuer or any Restricted Subsidiary. The Board of Directors may designate any Unrestricted Subsidiary to declare be a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Restricted Subsidiary; (iv) neither the Issuer nor any Restricted Subsidiary has a contractprovided that, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary on terms more favorable immediately after giving effect to such Subsidiary than those that might be obtained at the time from persons who are not Affiliates designation, no Default or Event of the Issuer, Default shall have occurred and (v) neither the Issuer nor any other Subsidiary has any obligation (1) the Issuer could incur $1.00 of additional Indebtedness pursuant to subscribe for additional shares of Capital Stock or other equity interests in such Subsidiarythe Coverage Ratio Exception described under Section 4.10(a), or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to maintain or preserve such Subsidiary's financial condition or to cause designation, in each case on a pro forma basis taking into account such Subsidiary to achieve certain levels of operating resultsdesignation. Any such designation by the Board of Directors of shall be notified by the Issuer shall be evidenced to the Trustee by promptly filing a Board Resolution with the Trustee a copy of the Board Resolution giving effect to such designation. The Board of Directors of designation and an Officers' Certificate certifying that such designation complied with the Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary if, immediately after giving effect to such designation, there would be no Default or Event of Default under this Indenture and the Issuer could incur $1.00 of additional Indebtedness under clause (i) of Section 10.11(a) hereofforegoing provisions.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer Borrower may designate any Subsidiary subsidiary of the Borrower (including any existing subsidiary and any newly acquired or newly formed Subsidiarysubsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any subsidiary of the Borrower (other than any subsidiary of the subsidiary to be so long as designated); provided that (i) neither any Unrestricted Subsidiary must be an entity of which shares of the Issuer nor any capital stock or other Subsidiary is equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower, (ii) such designation complies with Section 6.04, (iii) each of (A) the subsidiary to be so designated and (B) its subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) pursuant to which the lender has recourse to any holder of any other Indebtedness of the Issuer assets of the Borrower or any Restricted Subsidiary to declare a default on such other Indebtedness or cause and (iv) the payment thereof Borrower may not designate PETCO to be accelerated or payable prior to its Stated Maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary; (iv) neither the Issuer nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary on terms more favorable to such Subsidiary than those that might be obtained at the time from persons who are not Affiliates of the Issuer, and (v) neither the Issuer nor any other Subsidiary has any obligation (1) to subscribe for additional shares of Capital Stock or other equity interests in such Subsidiary, or (2) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing a Board Resolution with the Trustee giving effect to such designation. The Board of Directors of the Issuer Borrower may designate any Unrestricted Subsidiary as to be a Restricted Subsidiary ifSubsidiary; provided that, immediately after giving effect to such designation, there would be designation no Default or Event of Default under this Indenture shall have occurred and be continuing and either (x) the Issuer Borrower could incur at least $1.00 of additional Indebtedness under clause pursuant to the Fixed Charge Coverage Ratio test described in Section 6.01(a) or (iy) the Fixed Charge Coverage Ratio for the Borrower and its Restricted Subsidiaries would be greater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Borrower shall be notified by the Borrower to the Agent by promptly delivering to the Agent a copy of Section 10.11(a) hereofany applicable Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. Notwithstanding the foregoing, as of the Closing Date, all of the subsidiaries of the Borrower will be Restricted Subsidiaries.

Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer Parent may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the Issuer Company, the Parent nor any other Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Issuer Company or the Parent or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary; Subsidiary will not violate the provisions of Section 1012, (iv) neither the Issuer nor any no Restricted Subsidiary Entity has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary on terms more favorable to such Subsidiary other than those that might be obtained at the time from persons who are not Affiliates of the IssuerParent, and (v) neither none of the Issuer Company, the Parent, nor any other Subsidiary of either of them has any obligation (1) to subscribe for additional shares of Capital Stock or other equity interests interest in such Subsidiary, or (2) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer Parent shall be evidenced to the Trustee by filing a Board Resolution with the Trustee giving effect to such designation. The Board of Directors of the Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary if, immediately after giving effect to such designation, there would be no Default or Event of Default under this Indenture and the Issuer Company or the Parent (as the case may be) could incur $1.00 of additional Indebtedness under clause (iother than Permitted Indebtedness) pursuant to Section 1011. SECTION 103. DEFINITIONS FOR PURPOSES OF SECTION 1017(A). The following definitions will apply for the purposes of interpretation of Section 10.11(a1017(a) hereofand the defined terms contained in this Section 103. Capitalized terms used in Section 1017(a) or in this Section 103 which are not defined in this Section 103 shall be given the meaning ascribed to them in Section 102 of this Supplemental Indenture, or, if such term is not defined in such Section 102, in Section 101 of the Indenture.