Common use of Unrestricted Subsidiaries Clause in Contracts

Unrestricted Subsidiaries. (a) The Issuer may designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 6.17(c), any Unrestricted Subsidiary as a Restricted Subsidiary upon delivery to the Agent of written notice from the Issuer; provided that (i) such Restricted Subsidiary has, after giving effect to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with the First Lien Credit Agreement, (v) such Restricted Subsidiary has not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) the representations and warranties of the Issuer and the Guarantors set forth in this Agreement and in the other Note Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 7.5 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment therein and (ii) a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDA. (c) The Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Issuer’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), as applicable.

Unrestricted Subsidiaries. (a) The Issuer may Create or otherwise designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 6.17(c), any unless the terms set forth in the definition of Unrestricted Subsidiary as a Restricted are complied with respect to such Subsidiary upon delivery to and no Default or Event of Default then exists (unless the Agent creation or designation of written notice the Unrestricted Subsidiary would cure the Default or Event of Default) or would result from the Issuer; provided that designation, creation and operation of such Unrestricted Subsidiary. (ib) such Restricted Without the prior written consent of the Majority Lenders, change the characterization of a Subsidiary has, after giving effect from a Subsidiary to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with to a Subsidiary; provided however, the First Lien Credit Agreement, (v) such Restricted Subsidiary has prior written consent of the Majority Lenders shall not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, be required if (A) no Default or Event of Default shall have occurred and be continuingcontinuing at such time or would result therefrom, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) after giving effect to such re-characterization, each of the representations and warranties of made by in the Issuer and the Guarantors set forth Borrower in or pursuant to this Agreement and in or the other Note Collateral Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designationre-characterization, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and (C) if re-characterized as of the date of such designationa Subsidiary, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. (b) The designation have complied with the provisions of any Restricted Subsidiary Article III as an Unrestricted if it were a new Subsidiary and any Disposition (D) the Borrower provides the Agent five Banking Days advance written notice of Property its intent to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 7.5 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment therein and (ii) a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDAre-characterize such Subsidiary. (c) The Issuer may designate Permit any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery to fail to comply with the requirements set forth in the definition of written notice to the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Issuer’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation of a Restricted Subsidiary of the Issuer as an "Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), as applicable."

Unrestricted Subsidiaries. (a) The Issuer may Not designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 6.17(c), any Unrestricted Subsidiary as a Restricted Subsidiary upon delivery to the Agent of written notice from the Issuer; provided that unless (ix) such Restricted Subsidiary has, after giving effect to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct Foreign Subsidiary or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with the First Lien Credit Agreement, (v) such Restricted Subsidiary has not been previously designated as an Unrestricted Securitization Subsidiary and (viy) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) the representations and warranties of the Issuer and the Guarantors set forth in this Agreement and in the other Note Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier datecontinuing or would result therefrom. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any Disposition of Property to an Unrestricted Subsidiary after the Closing Date shall constitute (i) an Investment under Section 7.5 as of by the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment Borrowers therein and (ii) a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDA. (c) The Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value fair market value of the Issuer’s investment Borrowers’ Investment therein, it being understood that . (b) Not re-designate any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary unless immediately before and after such re-designation, no Event of Default shall have occurred and be continuing or would result therefrom. The re-designation of any Disposition Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of re-designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (c) Notwithstanding anything to the contrary contained here, in no event shall (i) any Parent or (ii) any Restricted Subsidiary that holds any Capital Stock in, any Liens on, any Indebtedness of, any Investments in or any Collateral of any Restricted Subsidiary (unless such Restricted Subsidiary is included in the designation pursuant to Section 5.16(a)), in each case, be designated as an Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), as applicableSubsidiary.

Unrestricted Subsidiaries. (a) The Issuer may Not designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 6.17(c), any Unrestricted Subsidiary as a Restricted Subsidiary upon delivery to the Agent of written notice from the Issuer; provided that unless (ix) such Restricted Subsidiary has, after giving effect to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct Foreign Subsidiary or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with the First Lien Credit Agreement, (v) such Restricted Subsidiary has not been previously designated as an Unrestricted Securitization Subsidiary and (viy) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) the representations and warranties of the Issuer and the Guarantors set forth in this Agreement and in the other Note Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier datecontinuing or would result therefrom. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any Disposition of Property to an Unrestricted Subsidiary after the Closing Date shall constitute (i) an Investment under Section 7.5 as of by the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment Borrowers therein and (ii) a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDA. (c) The Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value fair market value (as determined by the Borrower Representative in its good faith) of the Issuer’s investment Borrowers’ Investment therein, it being understood that . (b) Not re-designate any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary unless immediately before and after such re-designation, no Event of Default shall have occurred and be continuing or would result therefrom. The re-designation of any Disposition Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of re-designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (c) Notwithstanding anything to the contrary contained here, in no event shall (i) any Parent or (ii) any Restricted Subsidiary that holds any Capital Stock in, any Liens on, any Indebtedness of, any Investments in or any Collateral of any Restricted Subsidiary (unless such Restricted Subsidiary is included in the designation pursuant to Section 5.16(a)), in each case, be designated as an Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), as applicableSubsidiary.

Unrestricted Subsidiaries. (a) The Issuer may Create or otherwise designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 6.17(c), any unless the terms set forth in the definition of Unrestricted Subsidiary as a Restricted are complied with respect to such Subsidiary upon delivery to and no Default or Event of Default then exists (unless the Agent creation or designation of written notice the Unrestricted Subsidiary would cure the Default or Event of Default) or would result from the Issuer; provided that designation, creation and operation of such Unrestricted Subsidiary. (ib) such Restricted Without the prior written consent of the Majority Banks, change the characterization of a Subsidiary has, after giving effect from a Subsidiary to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with to a Subsidiary; PROVIDED HOWEVER, the First Lien Credit Agreement, (v) such Restricted Subsidiary has prior written consent of the Majority Banks shall not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, be required if (A) no Default or Event of Default shall have occurred and be continuingcontinuing at such time or would result therefrom, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) after giving effect to such re-characterization, each of the representations and warranties of made by in the Issuer and the Guarantors set forth Borrower in or pursuant to this Agreement and in or the other Note Collateral Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designationre-characterization, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and (C) if re-characterized as of the date of such designationa Subsidiary, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. (b) The designation have complied with the provisions of any Restricted Subsidiary Article III as an Unrestricted if it were a new Subsidiary and any Disposition (D) the Borrower provides the Agent five Banking Days advance written notice of Property its intent to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 7.5 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment therein and (ii) a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDAre-characterize such Subsidiary. (c) The Issuer may designate Permit any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery to fail to comply with the requirements set forth in the definition of written notice to the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Issuer’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation of a Restricted Subsidiary of the Issuer as an "Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), as applicable."

Unrestricted Subsidiaries. The board of directors (aor similar governing body) The Issuer of Borrower may at any time designate any Restricted Subsidiary of Borrower acquired or formed after the Effective Date as an Unrestricted Subsidiary and, subject to Section 6.17(c), or any Unrestricted Subsidiary as a Restricted Subsidiary upon delivery to the Agent of written notice from the IssuerSubsidiary; provided that provided, that, (i) such Restricted Subsidiary has, after giving effect to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with the First Lien Credit Agreement, (v) such Restricted Subsidiary has not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (Bii) immediately before and after giving effect to such designation, the Issuer Credit Parties shall be in compliance on a pro forma compliance basis with Section 7.1 and (C) the representations and warranties of the Issuer and the Guarantors covenants set forth in this Agreement and in Article VII, recomputed for the other Note Documents shall most recent Fiscal Quarter for which financial statements have been delivered (or are required to have been delivered), (iii) no Subsidiary may be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. (b) The designation of any Restricted Subsidiary designated as an Unrestricted Subsidiary if it was previously an uUnrestricted Subsidiary and any Disposition of Property to has been redesignated as a Restricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary shall constitute (i) an Investment under Section 7.5 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment therein and (ii) a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDA. (c) The Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable after giving effect thereto, all Unrestricted Subsidiaries would have total assets (including Stock in other Subsidiaries and excluding investments that are eliminated in consolidation) equal to or greater than 2.50% of Consolidated Total Assets, (v) Borrower shall deliver to Agent at least three Business Days prior to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Issuer’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by of a Responsible Officer of the Issuer certifying that such designation complied Borrower, together with all relevant financial information reasonably requested by Agent, demonstrating compliance with the preceding conditions in Section 6.17(bforegoing clauses (i) or Section 6.17(c), as applicable.through (iv) of this Section

Unrestricted Subsidiaries. (a) The Issuer Subject to Section 6.15(c), the US Borrower may from time to time after the Effective Date designate any Restricted Subsidiary which is not a Domestic Subsidiary as an Unrestricted Subsidiary and, subject to Section 6.17(c), any Unrestricted Subsidiary as a Restricted Subsidiary upon delivery to the Agent of written notice from the Issuer; provided that (i) such Restricted Subsidiary has, after giving effect designation shall be made in writing to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debtthe Administrative Agent, (ii) no such Restricted designation may be made if, as a result thereof, there would exist a breach of Section 7.07(c) or (d), (iii) no such designation may be made without the consent of the Administrative Agent with respect to any Material Subsidiary, (iv) no Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has holds any direct or indirect obligation (A) to subscribe for additional Equity Interests equity Investment in the US Borrower or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of may be designated as an Unrestricted Subsidiary, and (v) no Subsidiary which has been designated as a Restricted Subsidiary pursuant to the Issuer following sentence or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would successor thereto may be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with without the First Lien Credit Agreement, (v) such Restricted consent of the Administrative Agent. A Subsidiary has not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and may be continuing, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) the representations and warranties of the Issuer and the Guarantors set forth in this Agreement and in the other Note Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and subsequently redesignated as of the date of such designation, except a Restricted Subsidiary only upon written notice to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted SubsidiariesAdministrative Agent. (b) The designation of Notwithstanding any Restricted Subsidiary as an Unrestricted Subsidiary provision herein to the contrary, including any requirement that relevant determinations be made in accordance with GAAP, all financial calculations hereunder and any Disposition of Property financial statements delivered pursuant to an Unrestricted Subsidiary Section 6.01(a)(ii) and Section 6.01(b)(ii) (including all calculations relevant to financial covenant compliance and Leverage 102 Ratio levels) shall constitute (i) an Investment under Section 7.5 as of the date of designation be made or Dispositionprepared, as applicable, in an amount equal to excluding entirely the Fair Market Value assets, liabilities, income, loss, results of the Issuer’s investment therein and (ii) a Disposition as operations or other items of the date financial accounting of designation or Disposition for purposes of any determination of EBITDA. (c) The Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to or the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation value of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Issuer’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), as applicable.

Unrestricted Subsidiaries. (a) The Issuer may Create or otherwise designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 6.17(c), any unless the terms set forth in the definition of 82 Unrestricted Subsidiary as a Restricted are complied with respect to such Subsidiary upon delivery to and no Default or Event of Default then exists (unless the Agent creation or designation of written notice the Unrestricted Subsidiary would cure the Default or Event of Default) or would result from the Issuer; provided that designation, creation and operation of such Unrestricted Subsidiary. (ib) such Restricted Without the prior written consent of the Majority Lenders, change the characterization of a Subsidiary has, after giving effect from a Subsidiary to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with to a Subsidiary; provided however, the First Lien Credit Agreement, (v) such Restricted Subsidiary has prior written consent of the Majority Lenders shall not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, be required if (A) no Default or Event of Default shall have occurred and be continuingcontinuing at such time or would result therefrom, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) after giving effect to such re-characterization, each of the representations and warranties of made by in the Issuer and the Guarantors set forth Borrower in or pursuant to this Agreement and in or the other Note Collateral Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designationre-characterization, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and (C) if re-characterized as of the date of such designationa Subsidiary, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. (b) The designation have complied with the provisions of any Restricted Subsidiary Article III as an Unrestricted if it were a new Subsidiary and any Disposition (D) the Borrower provides the Agent five Banking Days advance written notice of Property its intent to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 7.5 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment therein and (ii) a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDAre-characterize such Subsidiary. (c) The Issuer may designate Permit any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery to fail to comply with the requirements set forth in the definition of written notice to the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Issuer’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation of a Restricted Subsidiary of the Issuer as an “Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), as applicable.”

Unrestricted Subsidiaries. (a) The Issuer may Create or otherwise designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 6.17(c), any unless the terms set forth in the definition of Unrestricted Subsidiary as a Restricted are complied with respect to such Subsidiary upon delivery to and no Default or Event of Default then exists (unless the Agent creation or designation of written notice the Unrestricted Subsidiary would cure the Default or Event of Default) or would result from the Issuer; provided that designation, creation and operation of such Unrestricted Subsidiary. 83 (ib) such Restricted Without the prior written consent of the Majority Lenders, change the characterization of a Subsidiary has, after giving effect from a Subsidiary to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with to a Subsidiary; provided however, the First Lien Credit Agreement, (v) such Restricted Subsidiary has prior written consent of the Majority Lenders shall not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, be required if (A) no Default or Event of Default shall have occurred and be continuingcontinuing at such time or would result therefrom, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) after giving effect to such re-characterization, each of the representations and warranties of made by in the Issuer and the Guarantors set forth Borrower in or pursuant to this Agreement and in or the other Note Collateral Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designationre-characterization, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and (C) if re-characterized as of the date of such designationa Subsidiary, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. (b) The designation have complied with the provisions of any Restricted Subsidiary Article III as an Unrestricted if it were a new Subsidiary and any Disposition (D) the Borrower provides the Agent five Banking Days advance written notice of Property its intent to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 7.5 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment therein and (ii) a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDAre-characterize such Subsidiary. (c) The Issuer may designate Permit any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery to fail to comply with the requirements set forth in the definition of written notice to the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Issuer’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation of a Restricted Subsidiary of the Issuer as an “Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), as applicable.”

Unrestricted Subsidiaries. (a) The Issuer may Celestica may, from time to time and at any time hereafter, designate any Restricted Subsidiary as an Unrestricted Subsidiary so long as: (a) (i) such Subsidiary shall not be a Subsidiary existing as at the date of this Agreement; and (ii) such Subsidiary shall never have been a Restricted Subsidiary; (b) neither Celestica nor any of its Subsidiaries (other than Unrestricted Subsidiaries) shall be liable, contingently or otherwise, for any indebtedness or other liability or obligation of the Unrestricted Subsidiary, except for guarantees provided by the immediate parent of such Unrestricted Subsidiary in respect of indebtedness of such Unrestricted Subsidiary, where such guarantees are: (i) made solely for the purpose of facilitating a pledge by the guarantor of Shares of such Unrestricted Subsidiary; and (ii) the recourse under such guarantees are limited to such pledged Shares; and (c) neither Celestica nor any of its Restricted Subsidiaries shall have applied the proceeds of any Advance under the Facility to fund the equity of, subject or otherwise capitalize the Unrestricted Subsidiary. Provided that an Event of Default has not occurred and is not continuing, Celestica may from time to Section 6.17(c)time and at any time hereafter, any designate an Unrestricted Subsidiary as a Restricted Subsidiary upon delivery to the Agent of written notice from the Issuer; provided that that: (i) such Restricted Subsidiary has, after immediately upon giving effect to such designation as an Unrestricted Subsidiary and any releases or terminations executed designation, Celestica shall remain in connection therewith, no Indebtedness other than Indebtedness that is Noncompliance with all covenants set out in Section 7.3 on a pro-Recourse Debt, forma (four quarter) basis; and (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with the First Lien Credit Agreement, (v) such Restricted Subsidiary has not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) the representations and warranties of the Issuer and the Guarantors set forth in this Agreement and in the other Note Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date designation of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 7.5 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment therein and (ii) a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDA. (c) The Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to would not otherwise result in the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Issuer’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation occurrence of a Restricted Subsidiary Default or an Event of the Issuer as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), as applicableDefault.

Unrestricted Subsidiaries. (a) The Issuer may Celestica may, from time to time and at any time hereafter, designate any Restricted Subsidiary as an Unrestricted Subsidiary so long as: (i) such Subsidiary shall not be a Subsidiary existing as at the date of this Agreement; and (ii) such Subsidiary shall never have been a Restricted Subsidiary; (b) neither Celestica nor any of its Subsidiaries (other than Unrestricted Subsidiaries) shall be liable, contingently or otherwise, for any indebtedness or other liability or obligation of the Unrestricted Subsidiary, except for guarantees provided by the immediate parent of such Unrestricted Subsidiary in respect of indebtedness of such Unrestricted Subsidiary, where such guarantees are: (i) made solely for the purpose of facilitating a pledge by the guarantor of Shares of such Unrestricted Subsidiary; and (ii) the recourse under such guarantees are limited to such pledged Shares; and (c) neither Celestica nor any of its Restricted Subsidiaries shall have applied the proceeds of any Advance under the Facility to fund the equity of, subject or otherwise capitalize the Unrestricted Subsidiary; Provided that an Event of Default has not occurred and is not continuing, Celestica may from time to Section 6.17(c)time and at any time hereafter, any designate an Unrestricted Subsidiary as a Restricted Subsidiary upon delivery to the Agent of written notice from the Issuer; provided that that: (i) such Restricted Subsidiary has, after immediately upon giving effect to such designation as an Unrestricted Subsidiary and any releases or terminations executed designation, Celestica shall remain in connection therewith, no Indebtedness other than Indebtedness that is Noncompliance with all covenants set out in Section 7.3 on a pro-Recourse Debt, forma (four quarter) basis; and (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with the First Lien Credit Agreement, (v) such Restricted Subsidiary has not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) the representations and warranties of the Issuer and the Guarantors set forth in this Agreement and in the other Note Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date designation of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 7.5 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment therein and (ii) a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDA. (c) The Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to would not otherwise result in the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Issuer’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation occurrence of a Restricted Subsidiary Default or an Event of the Issuer as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), as applicableDefault.

Unrestricted Subsidiaries. (a) The Issuer Company may at any time designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary and, subject to Section 6.17(c), or any Unrestricted Subsidiary as a Restricted Subsidiary upon delivery to the Agent of written notice from the IssuerSubsidiary; provided that (i) such Restricted Subsidiary has, after giving effect to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with the First Lien Credit Agreement, (v) such Restricted Subsidiary has not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, (Bii) immediately after giving effect to such designation, the Issuer Company shall be in pro forma compliance compliance, on a Pro Forma Basis, with Section 7.1 and (C) the representations and warranties of the Issuer and the Guarantors financial covenants set forth in this Agreement Sections 7.08 and in 7.09, and, as a condition precedent to the other Note Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as effectiveness of the date of any such designation, except the Company shall deliver to the extent any such representations and warranties are expressly limited to an earlier date, Administrative Agent in which case, on and as the case of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. (b) The a designation of any a Restricted Subsidiary as an Unrestricted Subsidiary, a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (iii) such Subsidiary also shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Incremental Equivalent Debt, Incremental Term Loan, Refinancing Notes, Refinancing Junior Loans or other Indebtedness for borrowed money with an aggregate outstanding principal amount in excess of $75,000,000, and any Disposition Permitted Refinancing Indebtedness of Property any of the foregoing (and successive Permitted Refinancing Indebtedness thereof), in each case, to the extent such concept exists therein. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute (i) an Investment under Section 7.5 as of by the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment Company therein and (ii) a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDA. (c) The Issuer may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value fair market value of the IssuerCompany’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, or its Subsidiary’s (as applicable, and ) Investment therein (iiiincluding the aggregate (undiscounted) shall require principal amount of any Indebtedness owed by such Subsidiary to any Credit Party or Restricted Subsidiary at the Issuer to time of such designation). The Investment resulting from such designation must otherwise be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation7.05. Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary, The Company may designate any designation of a Unrestricted Subsidiary as a Restricted Subsidiary at any time by written notice to the Administrative Agent if after giving effect to such designation, the Company is in compliance with the financial covenants set forth in Sections 7.08 and 7.09 on a Pro Forma Basis, no Default or Event of Default exits or would otherwise result therefrom and the Company complies with the obligations under clause (a) of Section 6.10. The designation of any Disposition to an Unrestricted Subsidiary will require as a Restricted Subsidiary shall constitute (i) the Issuer incurrence by the Company at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to provide the Agent a certificate signed by a Responsible Officer above in an amount equal to the fair market value at the date of such designation of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) Company’s or Section 6.17(c), its Subsidiary’s (as applicable) Investment in such Subsidiary (without giving effect to any write downs or write offs thereof).

Unrestricted Subsidiaries. (a) The Issuer may Create or otherwise designate any Restricted Subsidiary as an Unrestricted Subsidiary and, subject to Section 6.17(c), any unless the terms set forth in the definition of Unrestricted Subsidiary as a Restricted are complied with respect to such Subsidiary upon delivery to and no Default or Event of Default then exists (unless the Agent creation or designation of written notice the Unrestricted Subsidiary would cure the Default or Event of Default) or would result from the Issuer; provided that designation, creation and operation of such Unrestricted Subsidiary. (ib) such Restricted Without the prior written consent of the Majority Lenders, change the characterization of a Subsidiary has, after giving effect from a Subsidiary to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary does not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with to a Subsidiary; provided however, the First Lien Credit Agreement, (v) such Restricted Subsidiary has prior written consent of the Majority Lenders shall not been previously designated as an Unrestricted Subsidiary and (vi) immediately before and after such designation, be required if (A) no Default or Event of Default shall have occurred and be continuingcontinuing at such time or would result therefrom, (B) the Issuer shall be in pro forma compliance with Section 7.1 and (C) after giving effect to such re-characterization, each of the representations and warranties of made by in the Issuer and the Guarantors set forth Borrower in or pursuant to this Agreement and in or the other Note Collateral Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designationre-characterization, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and (C) if re-characterized as of the date of such designationa Subsidiary, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. (b) The designation have complied with the provisions of any Restricted Subsidiary Article III as an Unrestricted if it were a new Subsidiary and any Disposition (D) the Borrower provides the Agent five Banking Days advance written notice of Property its intent to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 7.5 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Issuer’s investment therein and (ii) a Disposition as of the date of designation or Disposition for purposes of any determination of EBITDAre-characterize such Subsidiary. (c) The Issuer may designate Permit any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery to fail to comply with the requirements set forth in the definition of written notice to the Agent; provided that such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary at the date of designation in an amount equal to the Fair Market Value of the Issuer’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.2 and Section 7.3, as applicable, and (iii) shall require the Issuer to be in compliance with Section 7.1 immediately before such designation and in pro forma compliance immediately after such designation. Any designation of a Restricted Subsidiary of the Issuer as an “Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Issuer to provide the Agent a certificate signed by a Responsible Officer of the Issuer certifying that such designation complied with the preceding conditions in Section 6.17(b) or Section 6.17(c), as applicable.”