Common use of Designation of Restricted Subsidiaries Clause in Contracts

Designation of Restricted Subsidiaries. The Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary; provided that: (a) the Company shall have given (i) not less than 30 days’ prior written notice to the holders of the Notes that a Senior Financial Officer will make such designation or re-designation of an existing Subsidiary and (ii) not more than 10 days following, written notice to the holders of the Notes of a designation of a newly acquired Subsidiary as Restricted Subsidiary, (b) at the time of such designation or redesignation and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Debt or capital stock of the Company or any Restricted Subsidiary, and (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.3(b) at the time of such designation and all existing Liens of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.4 at the time of such designation, notwithstanding that any such Priority Debt or Lien existed as of the date of Closing.

Designation of Restricted Subsidiaries. The Company may designate So long as no Default or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary Event of Default has occurred and may designate or is continuing, the Borrower shall be permitted, on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that: (a) that such formation or acquisition is otherwise permitted hereunder), so long as the Company shall have given (i) not less than 30 days’ prior written notice to the holders of the Notes Administrative Agent reasonably determines that a Senior Financial Officer will make such designation or re-designation of an existing Subsidiary and (ii) not more than 10 days following, written notice to the holders of the Notes of a designation of a newly acquired Subsidiary as Restricted Subsidiary, (b) at the time of such proposed designation (or redesignation and immediately after giving effect theretoredesignation, no Default or Event of Default would existas applicable), (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Debt or capital stock of the Company or any Restricted Subsidiary, and (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated or redesignated, as applicable, as an Unrestricted Subsidiary) represent no more than thirty percent (30%) of the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries, but excluding Non-Recourse Debt Service) for the four consecutive Fiscal Quarters most recently ended prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.3(b) at the time of such designation and all existing Liens of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.4 at the time of such designation, notwithstanding that any such Priority Debt or Lien existed as of the date of Closingwritten notice.

Designation of Restricted Subsidiaries. The Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary; provided that: (a) the Company shall have given (i) not less than 30 days’ prior written notice to the holders of the Notes that a Senior Financial Officer will make has made such designation or re-designation of an existing Subsidiary and (ii) not more than 10 days following, written notice to the holders of the Notes of a designation of a newly acquired Subsidiary as Restricted Subsidiarydetermination, (b) at the time of such designation or redesignation and immediately after giving effect theretoto the designation or redesignation, as the case may be, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Debt (other than Debt that could at the time of such designation be incurred within the limitations of this Agreement) or capital stock of the Company Trust or any Restricted Subsidiary, and (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be deemed to be incurred under permitted within the limitations of Section 10.3(b) at the time of such designation and all existing Liens of such Restricted Subsidiary so designated shall be deemed to be incurred under permitted within the applicable limitations of Section 10.4 at the time of such designation10.4, notwithstanding that any such Priority Debt or Lien existed as of the date of Closing, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once except (and only except) as may be required in connection with the consummation of a Reorganization, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once except (and only except) as may be required in connection with the consummation of a Reorganization.

Designation of Restricted Subsidiaries. The Company may designate So long as no Default or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary Event of Default has occurred and may designate or is continuing, the Borrower shall be permitted, on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that: (a) that such formation or acquisition is otherwise permitted hereunder), so long as the Company shall have given (i) not less than 30 days’ prior written notice to the holders of the Notes Administrative Agent reasonably determines that a Senior Financial Officer will make such designation or re-designation of an existing Subsidiary and (ii) not more than 10 days following, written notice to the holders of the Notes of a designation of a newly acquired Subsidiary as Restricted Subsidiary, (b) at the time of such proposed designation (or redesignation and immediately after giving effect theretoredesignation, no Default or Event of Default would existas applicable), (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Debt or capital stock of the Company or any Restricted Subsidiary, and (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated or redesignated, as applicable, as an Unrestricted Subsidiary) represent no more than ten percent (10%) of the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.3(b) at the time of such designation and all existing Liens of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.4 at the time of such designation, notwithstanding that any such Priority Debt or Lien existed as of the date of Closingwritten notice.

Designation of Restricted Subsidiaries. The Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary; provided that: (a) the Company shall have given (i) not less than 30 days’ prior written notice to the holders of the Notes that a Senior Financial Officer will make has made such designation or re-designation of an existing Subsidiary and (ii) not more than 10 days following, written notice to the holders of the Notes of a designation of a newly acquired Subsidiary as Restricted Subsidiarydetermination, (b) at the time of such designation or redesignation and immediately after giving effect theretoto the designation or redesignation, as the case may be, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Debt (other than Debt that could at the time of such designation be incurred within the limitations of this Agreement) or capital stock of the Company Trust or any Restricted Subsidiary, and (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be deemed to be incurred under permitted within the limitations of Section 10.3(b) at the time of such designation and all existing Liens of such Restricted Subsidiary so designated shall be deemed to be incurred under permitted within the applicable limitations of Section 10.4 at the time of such designation10.4, notwithstanding that any such Priority Debt or Lien existed as of the date of Closing, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once except (and only except) as may be required in connection with the consummation of a Reorganization, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once except (and only except) as may be required in connection with the consummation of a Reorganization\[Intentionally Omitted].

Designation of Restricted Subsidiaries. The Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary; provided that: (a) the Company shall have given (i) not less than 30 days’ prior written notice to the holders of the Notes that a Senior Financial Officer will make such designation or re-designation of an existing Subsidiary and (ii) not more than 10 days following, written notice to the holders of the Notes of a designation of a newly acquired Subsidiary as Restricted Subsidiary, (b) at the time of such designation or redesignation and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Debt or capital stock of the Company or any Restricted Subsidiary, and (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.3(b) at the time of such designation and all existing Liens of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.4 at the time of such designation, notwithstanding that any such Priority Debt or Lien existed as of the date of ClosingExecution Date.

Designation of Restricted Subsidiaries. The Company may designate So long as no Default or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary Event of Default has occurred and may designate or is continuing, the Borrower shall be permitted, on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that: (a) that such formation or acquisition is otherwise permitted hereunder), so long as the Company shall have given (i) not less than 30 days’ prior written notice to the holders of the Notes Administrative Agent reasonably determines that a Senior Financial Officer will make such designation or re-designation of an existing Subsidiary and (ii) not more than 10 days following, written notice to the holders of the Notes of a designation of a newly acquired Subsidiary as Restricted Subsidiary, (b) at the time of such proposed designation (or redesignation and immediately after giving effect theretoredesignation, no Default or Event of Default would existas applicable), (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Debt or capital stock of the Company or any Restricted Subsidiary, and (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated or 60 redesignated, as applicable, as an Unrestricted Subsidiary) represent no more than ten percent (10%) of the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.3(b) at the time of such designation and all existing Liens of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.4 at the time of such designation, notwithstanding that any such Priority Debt or Lien existed as of the date of Closingwritten notice.

Designation of Restricted Subsidiaries. The Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary; provided that: (a) the Company shall have given (i) not less than 30 10 days’ prior written notice to the holders of the Notes that a Senior Financial Officer will make has made such designation or re-designation of an existing Subsidiary and (ii) not more than 10 days following, written notice to the holders of the Notes of a designation of a newly acquired Subsidiary as Restricted Subsidiarydetermination, (b) at the time of such designation or redesignation and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Debt Indebtedness or capital stock of the Company or any Restricted SubsidiarySubsidiary and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 10.8(b), and (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.3(b) at the time of such designation and all existing Liens of such Restricted Subsidiary so designated shall be deemed to be incurred under permitted within the applicable limitations of Section 10.4 at the time of such designation10.5, notwithstanding that any such Priority Debt or Lien existed as of the date of Closing, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Restricted Subsidiaries. The Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary; provided that: (a) the Company shall have given (i) not less than 30 days’ prior by giving written notice to each holder of Notes that the holders Board of Directors of the Notes that Company has made such designation, PROVIDED, HOWEVER, no Subsidiary may be designated a Senior Financial Officer will make such designation or re-designation of an existing Restricted Subsidiary and (ii) not more than 10 days followingunless, written notice to the holders of the Notes of a designation of a newly acquired Subsidiary as Restricted Subsidiary, (b) at the time of such designation and after giving effect thereto, no Default or redesignation Event of Default shall exist. Such designation may be revoked by the Board of Directors of the Company; PROVIDED, HOWEVER, that no Unrestricted Subsidiary may be designated as a Restricted Subsidiary and immediately no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless, at the time of such action and after giving effect thereto, no Default or Event of Default would existexist and at least $1.00 of additional Priority Debt could be incurred under SECTION5.9, (c) in the case of the designation of and PROVIDED, FURTHER, no Unrestricted Subsidiary shall at any time be designated a Restricted Subsidiary if such Unrestricted Subsidiary shall previously have been designated a Restricted Subsidiary, and no Restricted Subsidiary shall at any time be designated an Unrestricted Subsidiary if such Restricted Subsidiary shall previously have been designated as an Unrestricted Subsidiary pursuant to this SECTION5.16. The foregoing provisions notwithstanding, the Issuer and after giving effect thereto, such Unrestricted Subsidiary so designated IPG (US) shall not, directly or indirectly, own any Debt or capital stock of the Company or any at all times be and remain a Wholly-owned Restricted Subsidiary, and (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all existing Priority Debt of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.3(b) at the time of such designation and all existing Liens of such Restricted Subsidiary so designated shall be deemed to be incurred under Section 10.4 at the time of such designation, notwithstanding that any such Priority Debt or Lien existed as of the date of Closing.