Common use of Designation of Unrestricted Subsidiaries Clause in Contracts

Designation of Unrestricted Subsidiaries. The Borrower may, from time to time, designate one or more Subsidiaries as “Unrestricted Subsidiaries” by giving written notice to the Administrative Agent; provided, however, that (a) in no event may the Borrower designate any Subsidiary as an Unrestricted Subsidiary if, at the time of and immediately after giving effect to such designation, either (i) the Attributable Asset Share of Equinix in all Unrestricted Subsidiaries exceeds 10% of the consolidated total assets of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), or (ii) the Attributable A/R Share of Equinix in all Unrestricted Subsidiaries exceeds 10% of the net accounts receivable of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), and (b) no Subsidiary (i) that is or is required to become a Guarantor under Section 6.14, (ii) that is not and is not required to become a Guarantor under Section 6.14 but is or is required become a pledgor of the Equity Interests of a Pledged Subsidiary (a “Pledgor Subsidiary”) under any Loan Document, or (iii) whose Equity Interests are or are required to be pledged on or after the Closing Date (a “Pledged Subsidiary”) in favor of the Administrative Agent under any Loan Document, as the case may be, may be an Unrestricted Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries are set forth on Schedule 6.16. Any Subsidiary which has been designated as an Unrestricted Subsidiary pursuant to this Section 6.16 may, at any time thereafter, be redesignated as a Restricted Subsidiary by the Borrower; provided, however, that a Subsidiary that has been redesignated as a Restricted Subsidiary as provided in this sentence may not thereafter be designated or redesignated as an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The Borrower may, from time to time, designate one or more Subsidiaries as “Unrestricted Subsidiaries” by giving written notice to the Administrative Agent; provided, however, that (a) in no event may the Borrower designate any Subsidiary as an Unrestricted Subsidiary if, at the time of and immediately after giving effect to such designation, either (i) the Attributable Asset Share of Equinix in all Unrestricted Subsidiaries exceeds 10% of the consolidated total assets of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), or (ii) the Attributable A/R Share of Equinix in all Unrestricted Subsidiaries exceeds 10% of the net accounts receivable of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), and (b) no Subsidiary (i) that is or is required to become a Guarantor under Section 6.14, (ii) that is not and is not required to become a Guarantor under Section 6.14 but is or is required become a pledgor of the Equity Interests of a Pledged Subsidiary (a “Pledgor Subsidiary”) under any Loan Document, or (iii) whose Equity Interests are or are required to be pledged on or after the Closing Date (a “Pledged Subsidiary”) in favor of the Administrative Agent under any Loan Document, as the case may be, 6.13 may be an Unrestricted Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries are set forth on Schedule 6.166.14. Any Subsidiary which has been designated as an Unrestricted Subsidiary pursuant to this Section 6.16 6.14 may, at any time thereafter, be redesignated as a Restricted Subsidiary by the Borrower; provided, however, that a Subsidiary that has been redesignated as a Restricted Subsidiary as provided in this sentence may not thereafter be designated or redesignated as an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The Borrower may, from time to time, designate one or more Subsidiaries as “Unrestricted Subsidiaries” by giving written notice to the Administrative Agent; provided, however, that (a) in no event may the Borrower designate any Subsidiary as an Unrestricted Subsidiary if, at the time of and immediately after giving effect to such designation, either (ia) the Attributable Asset Share of Equinix the Borrower in all Unrestricted Subsidiaries exceeds 10% of the consolidated total assets of Equinix the Borrower and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), or (iib) the Attributable A/R Share of Equinix the Borrower in all Unrestricted Subsidiaries exceeds 10% of the net accounts receivable of Equinix the Borrower and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section DB1/ 113327194.13 6.01(a) or (b)), and (b) no Subsidiary (i) that is or is required to become a Guarantor under Section 6.14, (ii) that is not and is not required to become a Guarantor under Section 6.14 but is or is required become a pledgor of the Equity Interests of a Pledged Subsidiary (a “Pledgor Subsidiary”) under any Loan Document, or (iii) whose Equity Interests are or are required to be pledged on or after the Closing Date (a “Pledged Subsidiary”) in favor of the Administrative Agent under any Loan Document, as the case may be, may be an Unrestricted Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries are set forth on Schedule 6.166.13. Any Subsidiary which has been designated as an Unrestricted Subsidiary pursuant to this Section 6.16 6.13 may, at any time thereafter, be redesignated as a Restricted Subsidiary by the Borrower; provided, however, that a Subsidiary that has been redesignated as a Restricted Subsidiary as provided in this sentence may not thereafter be designated or redesignated as an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The Borrower may, from Company may at any time to time, after the Closing Date designate one any Restricted Subsidiary as an Unrestricted Subsidiary or more Subsidiaries any Unrestricted Subsidiary as “Unrestricted Subsidiaries” a Restricted Subsidiary by giving written notice to the Administrative Agent; provided, however, provided that (ai) in immediately before and after such designation, no event may the Borrower designate any Subsidiary as an Unrestricted Subsidiary ifEvent of Default shall have occurred and be continuing, at the time of and (ii) immediately after giving effect to such designation, either the Payment Conditions shall be satisfied on a pro forma basis, (iiii) in the case of any Borrower designated as an Unrestricted Subsidiary, all Loans outstanding to such Borrower shall be repaid in full, (iv) [reserved], (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Attributable Asset Share of Equinix in all Unrestricted Subsidiaries exceeds 10% Senior Notes Indenture, (II) the ABL Credit Facility or (III) any other debt instrument of the consolidated total Company or its Restricted Subsidiaries, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (vi) within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vii) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (viii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Company or any Restricted Subsidiary or any of their respective properties or assets for any obligations of Equinix such Unrestricted Subsidiary except as permitted by Section 10.05 and its Subsidiaries (based on ix) the most recent consolidated balance sheet of Equinix and its Subsidiaries Company shall have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the Lenders under Section 6.01(a) or (b))best of such officer’s knowledge, or (ii) compliance with the Attributable A/R Share of Equinix in all Unrestricted Subsidiaries exceeds 10% requirements of the net accounts receivable of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), and (b) no Subsidiary preceding clauses (i) that is or is through (vii), inclusive, and containing the calculations (in reasonable detail) required to become a Guarantor under Section 6.14, by the preceding clause (ii) that is not and is not required to become a Guarantor under Section 6.14 but is or is required become a pledgor ). The designation of the Equity Interests of a Pledged Subsidiary (a “Pledgor Subsidiary”) under any Loan Document, or (iii) whose Equity Interests are or are required to be pledged on or after the Closing Date (a “Pledged Subsidiary”) in favor of the Administrative Agent under any Loan Document, as the case may be, may be an Unrestricted Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries are set forth on Schedule 6.16. Any Subsidiary which has been designated as an Unrestricted Subsidiary pursuant to this Section 6.16 may, at any time thereafter, be redesignated as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (B) a return on any Investment by the Borrower; provided, however, that a Subsidiary that has been redesignated as a Restricted Subsidiary as provided Company in this Unrestricted Subsidiaries pursuant to the preceding sentence may not thereafter be designated or redesignated as in an Unrestricted amount equal to the fair market value at the date of such designation of the Company’s Investment in such Subsidiary.. CHAR1\0000000x0

Designation of Unrestricted Subsidiaries. The So long as no Default or Event of Default exists or arises as a result thereof and subject to the next succeeding sentence, Borrower may, may from time to time, time designate one or more Subsidiaries as “Unrestricted Subsidiaries” by giving written notice to the Administrative Agent; provided, however, that (a) in no event may the Borrower designate any a Restricted Subsidiary as an Unrestricted Subsidiary ifor designate an Unrestricted Subsidiary as a Restricted Subsidiary; provided that Borrower shall (a) provide Administrative Agent written notification of such designation prior to or concurrently therewith (which written notification Administrative Agent will promptly forward to Lenders), (b) if such designation is a Material Acquisition (in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) or a Material Disposition (in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary), within 10 Business Days after such notification, deliver to Administrative Agent a certificate, in form reasonably acceptable to Administrative Agent, demonstrating pro-forma compliance (in accordance with Section 1.07) with Section 7.06 immediately prior to and after giving effect to such designation and (c) not designate as an Unrestricted Subsidiary any Guarantor that is a Significant Subsidiary and that guarantees Material Debt unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Notwithstanding anything to the contrary contained herein, (w) each Guarantor shall at all times be a Restricted Subsidiary for all purposes hereunder unless such Guarantor is simultaneously released as a Guarantor upon such designation as contemplated pursuant to Section 6.10, (x) unless designated as an Unrestricted Subsidiary in compliance with clause (y) below, each Cable Subsidiary shall at all times be a Restricted Subsidiary for all purposes hereunder, (y) Borrower may designate a Cable Subsidiary as an Unrestricted Subsidiary at any time when the time Leverage Ratio (calculated after giving pro forma effect to such designation) is less than or equal to 4.50 to 1.00 and (z) on and after March 28, 2018, but prior to the termination of all Bridge Commitments and immediately the repayment in full of all Bridge Loans, Borrower shall not designate any Existing Restricted Subsidiary as an Unrestricted Subsidiary to the extent that after giving effect to such designation, either the Annualized EBITDA (ias of the last day of the most recently ended fiscal quarter prior to such designation) the Attributable Asset Share of Equinix in all such Existing Restricted Subsidiaries so designated as Unrestricted Subsidiaries exceeds 10on and after March 28, 2018 would exceed 15.0% of the consolidated total assets Annualized EBITDA of Equinix Borrower and its Restricted Subsidiaries (based for the period of two fiscal quarters ended on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), or (ii) the Attributable A/R Share of Equinix in all Unrestricted Subsidiaries exceeds 10% last day of the net accounts receivable of Equinix and its fiscal quarter most recently ended prior to March 28, 2018. Borrower hereby designates the Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), and (b) no Subsidiary (i) that is or is required to become a Guarantor under Section 6.14, (ii) that is not and is not required to become a Guarantor under Section 6.14 but is or is required become a pledgor of the Equity Interests of a Pledged Subsidiary (a “Pledgor Subsidiary”) under any Loan Document, or (iii) whose Equity Interests are or are required to be pledged on or after the Closing Date (a “Pledged Subsidiary”) in favor of the Administrative Agent under any Loan Document, as the case may be, may be an Unrestricted Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries are set forth listed on Schedule 6.16. Any Subsidiary which has been designated 6.08 as an Unrestricted Subsidiary pursuant to this Section 6.16 may, at any time thereafter, be redesignated as a Restricted Subsidiary by the Borrower; provided, however, that a Subsidiary that has been redesignated as a Restricted Subsidiary as provided in this sentence may not thereafter be designated or redesignated as an Unrestricted SubsidiarySubsidiaries.

Designation of Unrestricted Subsidiaries. The So long as no Default or Event of Default exists or arises as a result thereof and subject to the next succeeding sentence, Borrower may, may from time to time, time designate one or more Subsidiaries as “Unrestricted Subsidiaries” by giving written notice to the Administrative Agent; provided, however, that (a) in no event may the Borrower designate any a Restricted Subsidiary as an Unrestricted Subsidiary ifor designate an Unrestricted Subsidiary as a Restricted Subsidiary; provided that Borrower shall (a) provide Administrative Agent written notification of such designation prior to or concurrently therewith (which written notification Administrative Agent will promptly forward to Lenders), (b) if such designation is a Material Acquisition (in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) or a Material Disposition (in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary), within 10 Business Days after such notification, deliver to Administrative Agent a certificate, in form reasonably acceptable to Administrative Agent, demonstrating pro-forma compliance (in accordance with Section 1.07) with Section 7.06 immediately prior to and after giving effect to such designation and (c) not designate as an Unrestricted Subsidiary any Guarantor that is a Significant Subsidiary and that guarantees Material Debt unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Notwithstanding anything to the contrary contained herein, (w) each Guarantor shall at all times be a Restricted Subsidiary for all purposes hereunder unless such Guarantor is simultaneously released as a Guarantor upon such designation as contemplated pursuant to Section 6.10, (x) unless designated as an Unrestricted Subsidiary in compliance with clause (y) below, each Cable Subsidiary shall at all times be a Restricted Subsidiary for all purposes hereunder, (y) Borrower may designate a Cable Subsidiary as an Unrestricted Subsidiary at any time when the time of Leverage Ratio (calculated after giving pro forma effect to such designation) is less than or equal to 4.50 to 1.00 and immediately (z) on and after March 28, 2018, Borrower shall not designate any Existing Restricted Subsidiary as an Unrestricted Subsidiary to the extent that after giving effect to such designation, either the Annualized EBITDA (ias of the last day of the most recently ended fiscal quarter prior to such designation) the Attributable Asset Share of Equinix in all such Existing Restricted Subsidiaries so designated as Unrestricted Subsidiaries exceeds 10on and after March 28, 2018 would exceed 15.0% of the consolidated total assets Annualized EBITDA of Equinix Borrower and its Restricted Subsidiaries (based for the period of two fiscal quarters ended on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), or (ii) the Attributable A/R Share of Equinix in all Unrestricted Subsidiaries exceeds 10% last day of the net accounts receivable of Equinix and its fiscal quarter most recently ended prior to March 28, 2018. Borrower hereby designates the Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), and (b) no Subsidiary (i) that is or is required to become a Guarantor under Section 6.14, (ii) that is not and is not required to become a Guarantor under Section 6.14 but is or is required become a pledgor of the Equity Interests of a Pledged Subsidiary (a “Pledgor Subsidiary”) under any Loan Document, or (iii) whose Equity Interests are or are required to be pledged on or after the Closing Date (a “Pledged Subsidiary”) in favor of the Administrative Agent under any Loan Document, as the case may be, may be an Unrestricted Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries are set forth listed on Schedule 6.16. Any Subsidiary which has been designated 6.08 as an Unrestricted Subsidiary pursuant to this Section 6.16 may, at any time thereafter, be redesignated as a Restricted Subsidiary by the Borrower; provided, however, that a Subsidiary that has been redesignated as a Restricted Subsidiary as provided in this sentence may not thereafter be designated or redesignated as an Unrestricted SubsidiarySubsidiaries.

Designation of Unrestricted Subsidiaries. The Borrower may, from time to time, designate one or more Subsidiaries as “Unrestricted Subsidiaries” by giving written notice to the Administrative Agent; provided, however, that (a) in no event may the Borrower designate any Subsidiary as an Unrestricted Subsidiary if, at the time of and immediately after giving effect to such designation, either (i) the Attributable Asset Share of Equinix in all Unrestricted Subsidiaries exceeds 10% of the consolidated total assets of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)) ), or (ii) the Attributable A/R Share of Equinix in all Unrestricted Subsidiaries exceeds 10% of the net accounts receivable of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), and (b) no Subsidiary (i) that is or is required to become a Guarantor under Section 6.14, (ii) that is not and is not required to become a Guarantor under Section 6.14 but is or is required become a pledgor of the Equity Interests of a Pledged Subsidiary (hereinafter defined) (a “Pledgor Subsidiary”) under any Loan Document, or (iii) whose Equity Interests are or are required to be pledged on or after the Closing Date (a “Pledged Subsidiary”) in favor of the Administrative Agent under any Loan Document, as the case may be, may be an Unrestricted Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries are set forth on Schedule 6.16. Any Subsidiary which has been designated as an Unrestricted Subsidiary pursuant to this Section 6.16 may, at any time thereafter, be redesignated as a Restricted Subsidiary by the Borrower; provided, however, that a Subsidiary that has been redesignated as a Restricted Subsidiary as provided in this sentence may not thereafter be designated or redesignated as an Unrestricted Subsidiary.”

Designation of Unrestricted Subsidiaries. The Borrower may, from time to time, designate one or more Subsidiaries as “Unrestricted Subsidiaries” by giving written notice to the Administrative Agent; provided, however, that (a) in no event may the Borrower designate any Subsidiary as an Unrestricted Subsidiary if, at the time of and immediately after giving effect to such designation, either (i) the Attributable Asset Share of Equinix in all Unrestricted Subsidiaries exceeds 10% of the consolidated total assets of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), or (ii) the Attributable A/R Share of Equinix in all Unrestricted -104- Subsidiaries exceeds 10% of the net accounts receivable of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), and (b) no Subsidiary (i) that is or is required to become a Guarantor under Section 6.14, (ii) that is not and is not required to become a Guarantor under Section 6.14 but is or is required become a pledgor of the Equity Interests of a Pledged Subsidiary (a “Pledgor Subsidiary”) under any Loan Document, or (iii) whose Equity Interests are or are required to be pledged on or after the Closing Date (a “Pledged Subsidiary”) in favor of the Administrative Agent under any Loan Document, as the case may be, 6.13 may be an Unrestricted Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries are set forth on Schedule 6.166.14. Any Subsidiary which has been designated as an Unrestricted Subsidiary pursuant to this Section 6.16 6.14 may, at any time thereafter, be redesignated as a Restricted Subsidiary by the Borrower; provided, however, that a Subsidiary that has been redesignated as a Restricted Subsidiary as provided in this sentence may not thereafter be designated or redesignated as an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The Borrower may, from Company may at any time to time, after the Closing Date designate one any Restricted Subsidiary as an Unrestricted Subsidiary or more Subsidiaries any Unrestricted Subsidiary as “Unrestricted Subsidiaries” a Restricted Subsidiary by giving written notice to the Administrative Agent; provided, however, provided that (ai) in immediately before and after such designation, no event may the Borrower designate any Subsidiary as an Unrestricted Subsidiary ifEvent of Default shall have occurred and be continuing, at the time of and (ii) immediately after giving effect to such designation, either the Payment Conditions shall be satisfied on a pro forma basis, (iiii) in the case of any Borrower designated as an Unrestricted Subsidiary, all Loans outstanding to such Borrower shall be repaid in full, (iv) [reserved], (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Attributable Asset Share of Equinix in all Unrestricted Subsidiaries exceeds 10% Senior Notes Indenture, (II) the ABL Credit Facility or (III) any other debt instrument of the consolidated total Company or its Restricted Subsidiaries, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (vi) within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vii) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (viii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Company or any Restricted Subsidiary or any of their respective properties or assets for any obligations of Equinix such Unrestricted Subsidiary except as permitted by Section 10.05 and its Subsidiaries (based on ix) the most recent consolidated balance sheet of Equinix and its Subsidiaries Company shall have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the Lenders under Section 6.01(a) or (b))best of such officer’s knowledge, or (ii) compliance with the Attributable A/R Share of Equinix in all Unrestricted Subsidiaries exceeds 10% requirements of the net accounts receivable of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), and (b) no Subsidiary preceding clauses (i) that is or is through (vii), inclusive, and containing the calculations (in reasonable detail) required to become a Guarantor under Section 6.14, by the preceding clause (ii) that is not and is not required to become a Guarantor under Section 6.14 but is or is required become a pledgor ). The designation of the Equity Interests of a Pledged Subsidiary (a “Pledgor Subsidiary”) under any Loan Document, or (iii) whose Equity Interests are or are required to be pledged on or after the Closing Date (a “Pledged Subsidiary”) in favor of the Administrative Agent under any Loan Document, as the case may be, may be an Unrestricted Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries are set forth on Schedule 6.16. Any Subsidiary which has been designated as an Unrestricted Subsidiary pursuant to this Section 6.16 may, at any time thereafter, be redesignated as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (B) a return on any Investment by the Borrower; provided, however, that a Subsidiary that has been redesignated as a Restricted Subsidiary as provided Company in this Unrestricted Subsidiaries pursuant to the preceding sentence may not thereafter be designated or redesignated as in an Unrestricted amount equal to the fair market value at the date of such designation of the Company’s Investment in such Subsidiary.