Common use of any Subsidiary of an Unrestricted Subsidiary Clause in Contracts

any Subsidiary of an Unrestricted Subsidiary. Borrower may designate any Subsidiary of Borrower (including any newly acquired or newly formed Subsidiary of Borrower) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Borrower or any other Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of Borrower or any of the Restricted Subsidiaries unless otherwise permitted under Section 7.2; provided, further, however, that either:

any Subsidiary of an Unrestricted Subsidiary. Borrower The Board of Directors of Holdings may designate any Subsidiary of Borrower Holdings (including any newly acquired or newly formed Subsidiary of BorrowerHoldings but excluding the Company) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Borrower Holdings or any other Restricted Subsidiary of Holdings that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of Borrower Holdings or any of the its Restricted Subsidiaries unless otherwise permitted under Section 7.2Subsidiaries; provided, further, however, that either:

any Subsidiary of an Unrestricted Subsidiary. Borrower The Board of Directors of the Issuer may designate any Subsidiary of Borrower the Issuer (including any newly acquired or newly formed Subsidiary of Borrowerthe Issuer) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Borrower the Issuer or any other Restricted Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of Borrower the Issuer or any of the its Restricted Subsidiaries unless otherwise permitted under Section 7.2Subsidiaries; provided, further, however, that either:

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower) to be an Unrestricted Subsidiary unless at the time of such designation 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 other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; PROVIDED, in each case at the time of such designation; provided, howeverHOWEVER, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of the its Restricted Subsidiaries unless otherwise permitted under Section 7.2(other than Equity Interests of Unrestricted Subsidiaries); providedPROVIDED, furtherFURTHER, howeverHOWEVER, that either:

any Subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower) to be an Unrestricted Subsidiary unless at the time of such designation 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 other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of the its Restricted Subsidiaries unless otherwise permitted under Section 7.2Subsidiaries; provided, further, however, that either:

any Subsidiary of an Unrestricted Subsidiary. Borrower The Issuer may designate any Subsidiary of Borrower the Issuer (including any newly acquired or newly formed Subsidiary of Borrowerthe Issuer) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Borrower the Issuer or any other Restricted Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of Borrower the Issuer or any of the its Restricted Subsidiaries unless otherwise permitted under Section 7.2Subsidiaries; provided, further, however, that either:

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower) to be an Unrestricted Subsidiary unless at the time of such designation 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 other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur incur any Indebtedness pursuant to which the lender has recourse to any Non-Recourse Debt (other than Guarantees of performance of the assets Unrestricted Subsidiary in the ordinary course of Borrower or any business, excluding Guarantees of the Restricted Subsidiaries unless otherwise permitted under Section 7.2Indebtedness for borrowed money); provided, provided further, however, that either:

any Subsidiary of an Unrestricted Subsidiary. Borrower The Issuer may designate any Subsidiary of Borrower the Issuer (including any newly acquired or newly formed Subsidiary of Borrowerthe Issuer) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Borrower of the Issuer or any other Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of Borrower the Issuer or any of the Restricted Subsidiaries unless otherwise permitted under Section 7.24.04; provided, further, however, however that either:

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower) to be an Unrestricted Subsidiary unless at the time of such designation 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 other Restricted Subsidiary that is not a of the Borrower (other than any Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation); provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of the its Restricted Subsidiaries unless otherwise permitted under Section 7.2(other than Equity Interests of Unrestricted Subsidiaries); provided, further, however, that either:

any Subsidiary of an Unrestricted Subsidiary. Borrower The Board of Directors of Holdings may designate any Subsidiary of Borrower Holdings (including any newly acquired or newly formed Subsidiary of BorrowerHoldings) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Borrower Holdings or any other Restricted Subsidiary of Holdings that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur incur any Indebtedness pursuant to which the lender has Non-recourse to any Debt (other than Guarantees of performance of the assets Unrestricted Subsidiary in the ordinary course of Borrower or any business, excluding Guarantees of the Restricted Subsidiaries unless otherwise permitted under Section 7.2Indebtedness for borrowed money); provided, provided further, however, that either: