Common use of Unrestricted Subsidiary Designation Clause in Contracts

Unrestricted Subsidiary Designation. The Borrower may at any time on or after the Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that, immediately after giving Pro Forma Effect to any such designation or re-designation and any related transactions to be consummated in connection therewith and all other customary pro forma events and adjustments, (i) no Event of Default shall have occurred and be continuing, (ii) the Total Net Leverage Ratio, when calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, as the case may be, shall not exceed 5.50 to 1.00, (iii) no Unrestricted Subsidiary shall own any Stock in any Loan Party or hold any Indebtedness of, or any Lien on any property of, any Loan Party and (iii) no Unrestricted Subsidiary shall own any Material Intellectual Property and no Restricted Subsidiary which holds Material Intellectual Property or any Stock in any Subsidiary that holds Material Intellectual Property may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s Investment in such Subsidiary.

Unrestricted Subsidiary Designation. The US Borrower may at any time on or after the Effective Closing Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that, immediately after giving Pro Forma Effect to any such designation or re-designation and any related transactions to be consummated in connection therewith and all other customary pro forma events and adjustments, that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Total Net Leverage RatioUS Borrower shall be in pro forma compliance with the covenants set forth in Section 6.13, when calculated on a Pro Forma Basis recomputed as of the last day of the most recent Measurement recently ended Test Period (it being understood that if no Test Period cited in Section 6.13 has passed, the covenants in Section 6.13 for the first Test Period cited in Section 6.13 shall be satisfied as of the last day of the most recently ended four-fiscal-quarter period ended on or prior to such designation) and the applicable date of determination for which Financial Statements are required US Borrower shall deliver to be delivered, as the case may be, shall not exceed 5.50 to 1.00Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Unrestricted Subsidiary shall own any Stock in any Loan Party or hold any Indebtedness of, or any Lien on any property of, any Loan Party and (iii) no Unrestricted Subsidiary shall own any Material Intellectual Property and no Restricted Subsidiary which holds Material Intellectual Property or any Stock in any Subsidiary that holds Material Intellectual Property may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for the purpose of any Indebtedness for any Material Indebtedness or any Junior Indebtedness, and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it owns any Equity Interests or Indebtedness of, or holds any Lien on any Property of, the US Borrower or any Subsidiary (other than (x) any Subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Closing Date shall constitute an Investment by the Borrower parent company of such Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of the Borrowersuch parent company’s Investment investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower parent company of such Unrestricted Subsidiary in such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrowersuch parent company’s Investment in such Subsidiary.. Notwithstanding the foregoing, with respect to any Subsidiary that has been designated as an Unrestricted Subsidiary pursuant to this Section 5.14, the US Borrower shall not be permitted to redesignate such Subsidiary as a Restricted Subsidiary more than once during the term of this Agreement. 153

Unrestricted Subsidiary Designation. The US Borrower may at any time on or after the Restatement Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that, immediately after giving Pro Forma Effect to any such designation or re-designation and any related transactions to be consummated in connection therewith and all other customary pro forma events and adjustments, that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Total Net Leverage RatioUS Borrower shall be in pro forma compliance with the covenants set forth in Section 6.13, when calculated on a Pro Forma Basis recomputed 167 as of the last day of the most recent Measurement recently ended Test Period (it being understood that if no Test Period cited in Section 6.13 has passed, the covenants in Section 6.13 for the first Test Period cited in Section 6.13 shall be satisfied as of the last day of the most recently ended four-fiscal-quarter period ended on or prior to such designation) and the applicable date of determination for which Financial Statements are required US Borrower shall deliver to be delivered, as the case may be, shall not exceed 5.50 to 1.00Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Unrestricted Subsidiary shall own any Stock in any Loan Party or hold any Indebtedness of, or any Lien on any property of, any Loan Party and (iii) no Unrestricted Subsidiary shall own any Material Intellectual Property and no Restricted Subsidiary which holds Material Intellectual Property or any Stock in any Subsidiary that holds Material Intellectual Property may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for the purpose of any Indebtedness for any Material Indebtedness or any Junior Indebtedness, and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it owns any Equity Interests or Indebtedness of, or holds any Lien on any Property of, the US Borrower or any Subsidiary (other than (x) any Subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Restatement Effective Date shall constitute an Investment by the Borrower parent company of such Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of the Borrowersuch parent company’s Investment investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower parent company of such Unrestricted Subsidiary in such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrowersuch parent company’s Investment in such Subsidiary. Notwithstanding the foregoing, with respect to any Subsidiary that has been designated as an Unrestricted Subsidiary pursuant to this Section 5.14, the US Borrower shall not be permitted to redesignate such Subsidiary as a Restricted Subsidiary more than once during the term of this Agreement.

Unrestricted Subsidiary Designation. The Borrower may at any time on or after the Effective Closing Date designate any Restricted a Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that, immediately after giving Pro Forma Effect to any such designation or re-designation and any related transactions to be consummated in connection therewith and all other customary pro forma events and adjustments, that (i) no Event of Default shall have occurred and be continuingcontinuing or result therefrom, (ii) immediately after giving effect to such designation, the Total Net Leverage Ratio, when Ratio shall not exceed 4.70:1.00 calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable (or, prior to the applicable date first delivery of determination financial statements thereunder, for which the four-Fiscal Quarter period ended September 30, 2015, as set forth in the Historical Financial Statements are required to be delivered, as the case may be, shall not exceed 5.50 to 1.00therefor), (iii) no if an Unrestricted Subsidiary is being designated as a Subsidiary hereunder (“Subsidiary Redesignation”) such Subsidiary Redesignation shall own any Stock in any Loan Party or hold any constitute the incurrence by such Subsidiary of all Indebtedness of, or any Lien on any property of, any Loan Party and Liens of such Unrestricted Subsidiary at such time and (iiiiv) no if an Unrestricted Subsidiary shall own any Material Intellectual Property and no Restricted Subsidiary which holds Material Intellectual Property or any Stock in any Subsidiary that holds Material Intellectual Property may be is being designated as a Subsidiary hereunder, the Borrower shall have delivered to the Administrative Agent an Unrestricted Subsidiaryofficer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of such officer’s knowledge, compliance with the requirements of the proceeding clauses (i) through (iii). The In the event of a designation of any a Subsidiary as an Unrestricted Subsidiary after the Effective Date hereunder, (a) such Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal be capitalized (to the fair market value extent capitalized by Parent or any of its Subsidiaries) through Investments as determined permitted by, and in good faith compliance with, Section 6.6, and any prior or concurrent Investments in such Subsidiary by the Borrower Parent or any of the Borrower’s Investment therein. The designation its Subsidiaries shall be deemed to have been made under Section 6.6 and (b) without duplication of clause (a) any net assets owned by such Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of the initial designation of any Investmentthereof shall be treated as Investments pursuant to Section 6.6. Notwithstanding the foregoing, Indebtedness and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in such Subsidiary pursuant shall not be permitted to the preceding sentence in be an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s Investment in such Unrestricted Subsidiary.

Unrestricted Subsidiary Designation. The Borrower Representative may at any time on or after the Effective Closing Date designate any Restricted a Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that, immediately after giving Pro Forma Effect to any such designation or re-designation and any related transactions to be consummated in connection therewith and all other customary pro forma events and adjustments, that (i) no Event of Default shall have occurred and be continuingcontinuing or result therefrom, (ii) immediately after giving effect to such designation, the Total Net Leverage Ratio, when Ratio shall not exceed 4.70:1.00 calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable (or, prior to the applicable date first delivery of determination financial statements thereunder, for which the four-Fiscal Quarter period ended September 30, 2015, as set forth in the Historical Financial Statements are required to be delivered, as the case may be, shall not exceed 5.50 to 1.00therefor), (iii) no if an Unrestricted Subsidiary is being designated as a Subsidiary hereunder (“Subsidiary Redesignation”) such Subsidiary Redesignation shall own any Stock in any Loan Party or hold any constitute the incurrence by such Subsidiary of all Indebtedness of, or any Lien on any property of, any Loan Party and Liens of such Unrestricted Subsidiary at such time and (iiiiv) no if an Unrestricted Subsidiary shall own any Material Intellectual Property and no Restricted Subsidiary which holds Material Intellectual Property or any Stock in any Subsidiary that holds Material Intellectual Property may be is being designated as a Subsidiary hereunder, the Borrower Representative shall have delivered to the Administrative Agent an Unrestricted Subsidiaryofficer’s certificate executed by an Authorized Officer of the Borrower Representative, certifying to the best of such officer’s knowledge, compliance with the requirements of the proceedingpreceding clauses (i) through (iii). The In the event of a designation of any a Subsidiary as an Unrestricted Subsidiary after the Effective Date hereunder, (a) such Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal be capitalized (to the fair market value extent capitalized by Parent or any of its Subsidiaries) through Investments as determined permitted by, and in good faith compliance with, Section 6.6, and any prior or concurrent Investments in such Subsidiary by the Borrower Parent or any of the Borrower’s Investment therein. The designation its Subsidiaries shall be deemed to have been made under Section 6.6 and (b) without duplication of clause (a) any net assets owned by such Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of the initial designation of any Investment, Indebtedness and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in such Subsidiary thereof shall be treated as Investments pursuant to Section 6.6. Notwithstanding the preceding sentence in foregoing, xxxxx Borrower shall not be permitted to be an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s Investment in such Unrestricted Subsidiary.