Common use of Limitations on Unrestricted Subsidiaries Clause in Contracts

Limitations on Unrestricted Subsidiaries. The Company may designate after the Issue Date any Subsidiary (other than a Guarantor) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 10.09 herein in an amount (the “Designation Amount”) equal to the greater of (1) the net book value of the Company’s interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors; the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to clause (a) of Section 10.08 hereof at the time of such Designation (assuming the effectiveness of such Designation); such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary; such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness; provided that an Unrestricted Subsidiary may provide a Guarantee for the Securities; and such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Payment. In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 10.09 hereof for all purposes of this Indenture in the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time:

Limitations on Unrestricted Subsidiaries. The Company Board of Directors may designate after any Restricted Subsidiary of the Issue Date any Company to be an Unrestricted Subsidiary (other than a Guarantor) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: if no Default shall have or Event of Default has occurred and be is continuing at the time of the designation and if that designation would not cause a Default or after giving effect to such Designationan Event of Default; provided the Company would may designate any EchoPark Entity to be permitted to make an Investment (other than a Permitted Investment) Unrestricted Subsidiary if no Event of Default has occurred and is continuing at the time of Designation (assuming the effectiveness designation and if that designation would not cause an Event of such Designation) pursuant to the first paragraph of Section 10.09 herein in an amount (the “Designation Amount”) equal to the greater of (1) the net book value Default. If a Restricted Subsidiary of the Company’s interest in such Subsidiary calculated in accordance with GAAP or (2) Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company’s interest Company and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments or Investments, unless, in each case, such Subsidiary designation is permitted as a Permitted Payment under Section 1009 or Permitted Investments, as determined in good faith by the Company’s Board of Directors; . That designation will only be permitted if the Company Investment would be permitted under this Indenture to incur $1.00 (as a Permitted Payment or otherwise) at that time and if the Restricted Subsidiary otherwise meets the definition of additional Indebtedness (other than Permitted Indebtedness) pursuant to clause (a) of Section 10.08 hereof at an Unrestricted Subsidiary. In addition, no such designation may be made unless the time of such Designation (assuming the effectiveness of such Designation); such proposed Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary that is not simultaneously subject to Designation as an Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company which as of such date and, if such Indebtedness is not simultaneously being designated permitted to be incurred as of such date under Section 1008, the Company will be in Default. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary if such revocation would not cause a Default or Event of Default. All designations and revocations pursuant to this Section 1018 must be evidenced by a Board Resolution of the Company and an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisions. Within five Business Days of the designation of any Subsidiary as an Unrestricted Subsidiary; such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness; provided that an Unrestricted Subsidiary may provide a Guarantee for the Securities; and such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Payment. In the event of any such Designation, the Company shall notify Holders of the Securities of such designation, which notice may be deemed to have made an Investment constituting satisfied through the filing or furnishing of a Restricted Payment pursuant to Section 10.09 hereof for all purposes of this Indenture in Current Report on Form 8-K with the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time:Commission.