Common use of Unrestricted Subsidiary Clause in Contracts

Unrestricted Subsidiary. For purposes of making such determination, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated will be deemed to be Restricted Payments at the time of such designaiion and will reduce the amount available for Restricted Payments under the first paragraph of this covenant. All such outstanding Investments will be deemed to constitute Investments in an amount equal to the fair market value of such Investments at the time of such designation (as determined in good faith by the Board of Directors). Such designation will only be permitted if such Restricted Payment would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined in good faith by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value exceeds $10.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by the covenant `tRestricted Paymentstt were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

Unrestricted Subsidiary. For purposes The Board of making Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such determinationSubsidiary owns any Capital Stock of, all outstanding Investments by or owns or holds any Lien on any property of, the Company and its Restricted Subsidiaries or any other Subsidiary thereof that is not a Subsidiary of the Subsidiary to be so designated; provided that (except x) the Company certifies to the extent repaid in cashTrustee that such designation complies with Section 4.4 and (y) in the each Subsidiary to be so designated will be deemed to be Restricted Payments and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender of any such designaiion Indebtedness has recourse to any of the assets of the Company or any of its Restricted Subsidiaries. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (a) immediately after giving effect to such designation and will reduce the amount available for Restricted Payments under the first paragraph of this covenant. All such outstanding Investments will be deemed to constitute Investments in an amount equal to the fair market value treating all Indebtedness of such Investments Unrestricted Subsidiary as being incurred on such date, the Company is able to incur at the time least $1.00 of such designation (as determined in good faith by the Board of Directors). Such designation will only be permitted if such Restricted Payment would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The amount of all Restricted Payments additional Indebtedness (other than cashPermitted Indebtedness) in compliance with Section 4.3 and (b) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or continuing. Any such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined in good faith designation by the Board of Directors whose resolution with respect thereto shall be delivered evidenced to the Trustee such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value exceeds $10.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to promptly filing with the Trustee a copy of the resolution giving effect to such designation and an Officers' Certificate stating certifying that such Restricted Payment is permitted and setting forth designation complied with the basis upon which the calculations required by the covenant `tRestricted Paymentstt were computed, together with a copy of any fairness opinion or appraisal required by the Indentureforegoing provisions.