Common use of Designation of Restricted and Unrestricted Subsidiaries Clause in Contracts

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, if no Event of Default would be in existence as a result of such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary ifSubsidiary, provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation, ; (ii) neither the Company nor any Restricted Subsidiary guarantees or provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary is has no outstanding Indebtedness that could trigger a Special Purpose Entity cross-default to the Indebtedness of the Company or any other Restricted Subsidiary; (whether bankruptcy remote iv) such Restricted Subsidiary does not own any Disqualified Stock of the Company or not)Disqualified or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness, Regulated or any Lien on any property, of the Company or any Restricted Subsidiary, Joint Venture, Immaterial if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under Section 4.06 or such Lien would violate Section 4.08; (v) such Restricted Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated does not own any Voting Stock of another Restricted Subsidiary, Joint Venture, Immaterial and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated as Unrestricted Subsidiaries in accordance with this Section 4.18(a); and (vi) the Investment deemed to have been made thereby in such newly designated Unrestricted Subsidiary or Owner Trust (and each other than a Qualified Owner Trust) as an newly designated Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or Subsidiary being concurrently redesignated would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an made under Section 4.07 (other than any Investment deemed to have been made by the Company or any Restricted Subsidiary in the Subsidiaries in the Commercial Properties Group in connection with the Restructuring upon designation of such Subsidiaries in the Commercial Properties Group as Unrestricted SubsidiarySubsidiaries, unless provided that (A) the Board of Directors of the Company has determined in good faith that the designation of such “Restricted Subsidiary,” obligor or guarantor Subsidiaries in the Commercial Properties Group as Unrestricted Subsidiaries is also being concurrently designated necessary to be an “Unrestricted Subsidiary” under obtain approval from a Qualified Exchange for the documents governing Restructuring, (B) at the time of such Publicly Traded Debt Securities. For designation, the avoidance members of doubtthe Restructuring Group remain Subsidiaries of the Company, no Guarantor shall be an Unrestricted Subsidiaryand (C) at the time of such designation, the members of the Restructuring Group remain primarily engaged in the Permitted Businesses). (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; , provided that that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will only be permitted, if no Event of Default would be in existence deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designationdesignation would be permitted to be Incurred under Section 4.06; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred under Section 4.08; (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); (v) if such Restricted Subsidiary is not organized under the laws of the PRC, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor or a JV Subsidiary Guarantor to the extent required under Section 11.10; and (vi) if such Restricted Subsidiary is not organized under the laws of the PRC, all Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary shall be pledged to the extent required under Section 10.02.

Designation of Restricted and Unrestricted Subsidiaries. The Company may designate after the Issue Date any Subsidiary (other than the Issuers) (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a) Borrower may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote no Default or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything after giving effect to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary.Designation; (b) In the case Subsidiary to be so designated and its Subsidiaries do not at the time of clause Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any Property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary so designated; (a)(ic) abovethe 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 Company or any of the Restricted Subsidiaries; and (d) either (x) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary has consolidated assets greater than $1,000, upon then such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation Designation would be permitted under Section 4.07. The Company may revoke any Designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies (a “Revocation”) only if, immediately after giving effect such Revocation: (e) (x) the Company could Incur at least $1.00 of additional Indebtedness under Section 4.09(a) or (y) the Fixed Charge Coverage Ratio would be greater than immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; (f) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (g) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Each Designation and Revocation must be evidenced by promptly delivering to the Trustee a board resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate certifying compliance with the preceding conditionsprovisions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it A Revocation will thereafter cease be deemed to be an Unrestricted Subsidiary for purposes Incurrence of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be Indebtedness by a Restricted Subsidiary; provided that such designation will only be permitted, if no Event Subsidiary of Default would be in existence as a result any outstanding Indebtedness of such designationUnrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, Subsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation, ; (ii) neither the Company nor any Restricted Subsidiary provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote does not own any Disqualified Stock of the Company or not)Disqualified or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness of, Regulated or any Lien on any property of, the Company or any Restricted Subsidiary, Joint Venture, Immaterial if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under Section 4.05 or such Lien would violate Section 4.07; (iv) such Restricted Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated does not own any Voting Stock of another Restricted Subsidiary, Joint Venture, Immaterial Subsidiary and all of its Subsidiaries are Unrestricted Subsidiaries or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also are being concurrently designated to be an “Unrestricted Subsidiary” Subsidiaries in accordance with Section 4.17(a); and (v) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary and each other newly-designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under Section 4.06 (other than any Investment deemed to have been made by the documents governing Company or any Restricted Subsidiary in the Restructuring Group upon the designation of the Subsidiaries in the Restructuring Group as Unrestricted Subsidiaries in connection with the Restructuring, provided that (A) the Board of Directors has determined in good faith that the designation of such Publicly Traded Debt Securities. For Subsidiaries as Unrestricted Subsidiaries is necessary to obtain approval from a Qualified Exchange for the avoidance Restructuring, (B) at the time of doubtsuch designation, no Guarantor shall be an Unrestricted Subsidiarysuch Subsidiaries remain Subsidiaries of the Company, and (C) at the time of such designation, such Subsidiaries remain primarily engaged in the businesses other than residential property development business). (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will only be permitted, if no Event of Default would be in existence deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designationdesignation would be permitted to be Incurred under Section 4.05; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.07; (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); (v) if such Restricted Subsidiary is not organized under the laws of the PRC and is not an Other Non-Guarantor Subsidiary, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor or a JV Subsidiary Guarantor in accordance with the terms under the Indenture; and (vi) if such Restricted Subsidiary is not organized under the laws of the PRC, is not an Other Non-Guarantor Subsidiary, is not Xinyuan International (HK) Property Investment Co., Limited or a Subsidiary of a JV Subsidiary Guarantor, all Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary shall be pledged as required under Article 10.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of Parent may designate any Subsidiary of the Parent (other than (x) any Borrower or (y) any Material Subsidiary, provided that the Borrower may (i) designate any Material Subsidiary as an Unrestricted Subsidiary if (I) the Borrower reasonably determines that such Material Subsidiary is unable to continue as a Restricted Subsidiary as a matter of applicable law (as reasonably determined by the Borrower in consultation with the Administrative Agent) or (II) such Material Subsidiary is Coupang Pay and Coupang Pay does not have Consolidated Total Tangible Assets of more than 15% of the Consolidated Total Tangible Assets of Parent and its Restricted Subsidiaries or gross revenues of more than 15% of the consolidated gross revenues of Parent and its Restricted Subsidiaries, in each case determined as of the most recent financial statements that have been delivered pursuant to Section 5.1(a) or (b) of Section 3.4(a))), including any a newly acquired or created Subsidiary that is acquired after the Prior Credit Agreement Date) of Parent, to be an Unrestricted Subsidiary if, if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of Parent or any other Restricted Subsidiary of Parent; (ii) Parent would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by Parent in good faith) of all Investments of Parent or its Restricted Subsidiaries in such Subsidiary (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value (as determined by Parent in good faith) of such Subsidiary’s assets less liabilities); (iii) any Guarantee or other credit support thereof by Parent or any Restricted Subsidiary of Parent is permitted under Section 6.1 or Section 6.7; (iv) neither Parent nor any Restricted Subsidiary of Parent has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; (vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Indebtedness of Parent or a Restricted Subsidiary is a Special Purpose Entity of Parent; and (whether bankruptcy remote vii) such Subsidiary does not own (or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (hold an exclusive license in respect of) any Intellectual Property other than ownership or a Qualified Owner Trust) or (ii) form license resulting from a Permitted IP Transfer. Once so designated, the Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as will remain an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything subject to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarysubsection (b). (b) In the case of clause (a)(ii) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted A Subsidiary previously designated as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail which fails to meet the requirements qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of being an Unrestricted Section 5.13 will be deemed to become at that time a Restricted Subsidiary, it will thereafter cease subject to be the consequences set forth in subsection (d) of Section 5.13 and (ii) the Board of Directors of Parent may designate an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, Subsidiary if no Event of Default exists at the time of the designation and the designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of Parent and the Restricted Subsidiaries of Parent therein (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value of its assets less liabilities) will be in existence deemed made at that time; (ii) all existing Equity Interest or Indebtedness of Parent or a Restricted Subsidiary of Parent held by such Unrestricted Subsidiary will be deemed issued or incurred, as applicable, at that time, and all Liens on property of Parent or a Restricted Subsidiary of Parent securing obligations of such Unrestricted Subsidiary will be deemed incurred at that time; (iii) all existing transactions between it and Parent or any Restricted Subsidiary of Parent will be deemed entered into at that time; (iv) it will be released at that time from its Guaranty; and (v) it will cease to be subject to the provisions of this Agreement as a result Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.13(b), (i) all of such designationits Indebtedness and Liens will be deemed incurred at that time for purposes of Section 6.1 and Section 6.2, as applicable; (ii) all Investments therein previously charged under Section 6.7 will be credited thereunder; (iii) unless it is an Excluded Subsidiary, it shall be required to become a Guarantor pursuant to Section 5.10; and (iv) it will be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board of Directors or chief financial officer of Parent of a Subsidiary as an Unrestricted Subsidiary after the Effective Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Board of Directors of Parent giving effect to the designation and a certificate of a Responsible Officer of Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary, unless a Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity Restricted Subsidiary (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that and is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) not concurrently being designated as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as ); provided that (1) Sino-Forest (China) Investments Limited shall always be a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or , (2) such designation would not cause a Default, (3) a Restricted Subsidiary cannot be a Subsidiary of an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall Unrestricted Subsidiary and (4) the Investment deemed to have been made thereby in such newly- designated Unrestricted Subsidiary would be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” made under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted SubsidiarySection 4.07. (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (1) such designation shall not cause a Default, (2) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will only be permitted, if no Event of Default would be in existence deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designationdesignation would be permitted to be Incurred under Section 4.06; (3) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.08; (4) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); (5) if such Restricted Subsidiary is not organized under the laws of the PRC and is a not a Foreign Subsidiary, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture in the form of Exhibit E by which such Restricted Subsidiary shall become a Subsidiary Guarantor, and (6) if such Restricted Subsidiary is not organized under the laws of the PRC or any other jurisdiction that prohibits the property and assets (including the Capital Stock) of such Restricted Subsidiary from being pledged, mortgaged or charged to secure the obligations of the Company or a Subsidiary Guarantor, all property and assets (including the Capital Stock) of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary shall be mortgaged, charged or pledged as required under Article 10. (c) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and an Officer’s Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) Par Borrower may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) Par Borrower to be an Unrestricted Subsidiary; provided, that: (i) the aggregate fair market value, as determined in good faith by the Par Borrower, of all outstanding Investments owned by the Par Borrower and its Restricted Subsidiaries in the Subsidiary ifbeing so designated (including any Guarantee by the Par Borrower or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 6.7 hereof, including as a Permitted Investment; (ii) such Subsidiary does not hold any Liens on any property of the Par Borrower or any Restricted Subsidiary thereof; (iii) the Subsidiary being so designated: (A) is not party to any agreement, contract, arrangement or understanding with the Par Borrower or any Restricted Subsidiary of the Par Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Par Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of designation, such Restricted Subsidiary the Par Borrower or would be permitted under Section 6.9 hereof; and (B) is a Special Purpose Entity Person with respect to which neither the Par Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation to subscribe for additional Equity Interests, except as would be permitted under Section 6.7 hereof; (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trustiv) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and would be in existence following such designation; and (v) no Borrower (or direct or indirect parent thereof) may be designated as an Unrestricted Subsidiary if such Borrower is continuing or would occur as a result thereof. Notwithstanding anything to the contraryprimary borrower, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing applicant with respect to any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless Revolver Usage outstanding at such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarytime. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the Any designation of a Restricted Subsidiary of the Par Borrower as an Unrestricted Subsidiary complies will be evidenced to the Agent by filing with the preceding conditions. In the case Agent of clause (a)(ii) above, reasonably promptly upon request a certificate duly executed by an Authorized Person of the Administrative Agent, Par Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations designation complied with the preceding conditionsconditions and was permitted by this Agreement. If, at any time, any Unrestricted Subsidiary (x) would fail to meet any of the preceding requirements described in subclauses (A) or (B) of being an Unrestricted Subsidiaryclause (iii) of Section 6.11(a), it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be Incurred or made by a Restricted Subsidiary of the Par Borrower as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under this Agreement, such event will constitute an Event of Default under this Agreement. (c) The Par Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that provided, that: (i) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Par Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permittedpermitted if such Indebtedness is Permitted Indebtedness; (ii) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 6.7 hereof, if including as Permitted Investments; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be Permitted Liens; and (iv) no Event of Default would be in existence as a result of following such designation. Notwithstanding the provisions set forth above with respect to “Unrestricted Subsidiaries”, the Par Borrower shall not designate any Subsidiary as an Unrestricted Subsidiary, to the extent that such Subsidiary (x) directly or indirectly owns a Refinery (other than an Excluded Refinery) or (y) is not an “Unrestricted Subsidiary” for purposes of the Material Term Facilities.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, Subsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation, ; (ii) neither the Parent Guarantor nor any Restricted Subsidiary guarantees or provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary is has no outstanding Indebtedness that could trigger a Special Purpose Entity cross-default to the Indebtedness of the Parent Guarantor or any other Restricted Subsidiary; (whether bankruptcy remote iv) such Restricted Subsidiary does not own any Disqualified Stock of the Parent Guarantor or not)Disqualified or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness or any Lien on any property, Regulated of the Parent Guarantor or any Restricted Subsidiary, Joint Venture, Immaterial if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under ‎Section 4.03 or such Lien would violate ‎Section 4.05; (v) such Restricted Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated does not own any Voting Stock of another Restricted Subsidiary, Joint Venture, Immaterial and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated as Unrestricted Subsidiaries in accordance with this ‎Section 4.14(a); (vi) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary or Owner Trust (and each other than a Qualified Owner Trust) as an newly designated Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or Subsidiary being concurrently redesignated would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be made under ‎Section 4.04; and (vii) no member of the ER Group or any direct or indirect holding company of the ER Group may be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be as an Unrestricted Subsidiary. (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will only be permitted, if no Event of Default would be in existence deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designationdesignation would be permitted to be Incurred under ‎Section 4.03; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred under ‎Section 4.05; (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); and (v) if such Restricted Subsidiary is a Wholly Owned Subsidiary which, directly or indirectly, own any mining deposits or reserves or any mining license (other than with respect to the Baruun Naran mine), such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor. Notwithstanding the foregoing, the Parent Guarantor will not be obligated to cause any Restricted Subsidiary to guarantee the Notes to the extent such guarantee could reasonably be expected to give rise to or result in any conflict with or violation of applicable law (or risk of personal or criminal liability for the officers, directors, managers or shareholders of such Restricted Subsidiary).

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of the Issuer may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) Issuer to be an Unrestricted Subsidiary; provided that: (i) any Guarantee by the Issuer or any Restricted Subsidiary ifthereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 6.9; (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will, unless it otherwise constitutes a Permitted Investment, be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 6.8; (iii) such Subsidiary does not hold any Liens on any property of the Issuer or any Restricted Subsidiary thereof; (iv) the Subsidiary being so designated: (A) is a Special Purpose Entity Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trusti) to subscribe for additional Equity Interests or (ii) form to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (B) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and (C) is not a Subsidiary that is a Special Purpose Entity party to any agreement or understanding with the Issuer or any of its Restricted Subsidiaries unless the terms of any such agreement would be permitted under Section 6.11; (whether bankruptcy remote or not)v) simultaneously with such designation, Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as the Issuer designates an Unrestricted Subsidiary to be a Restricted Subsidiary and the Consolidated EBITDA for the most recently completed twelve fiscal months for which internal financial statements are immediately available of such Unrestricted Subsidiaries is equal to or greater than the Consolidated EBITDA for the most recently completed twelve fiscal months for which internal financial statements are immediately available of such Restricted Subsidiary, in each case, if after giving effect thereto ; and (vi) no Default or Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless in existence following such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarydesignation. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary complies will be evidenced to the Trustee by filing with the preceding conditions. In Trustee the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver Board Resolution giving effect to Administrative Agent such designation and an Officer’s Officers’ Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations designation complied with the preceding conditionsconditions and was permitted by the Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements described in subclauses (i), (ii) or (iii) of being an Unrestricted Subsidiaryclause (a) above, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this AgreementIndenture and any Indebtedness of such Subsidiary will be deemed to be Incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under this Indenture, the Issuer will be in default under this Indenture. (c) Borrower The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (i) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted, permitted if such Indebtedness is permitted under the covenant described under Section 6.9; (ii) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under the covenant described above under Section 6.8 provided that such outstanding Investments shall be valued at the lesser of (A) the Fair Market Value of such Investments measured on the date of such designation and (B) the Fair Market Value of such Investments measured at the time each such Investment was made by such Unrestricted Subsidiary; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 6.7; and (iv) no Default or Event of Default would be in existence as a result of following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower may (i) designate All of the Corporation’s existing Wholly-Owned Subsidiaries shall be “Restricted Subsidiaries” and any Restricted future Wholly-Owned Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is Corporation shall become a “Restricted Subsidiary” as at such time that it becomes a Wholly-Owned Subsidiary of the Corporation. The Board of Directors of the Corporation shall not be permitted to designate any existing or future Wholly-Owned Subsidiary of the Corporation as an obligor or guarantor under documents governing any Publicly Traded Debt Securities “Unrestricted Subsidiary”. However, the Board of Directors of the Corporation shall be permitted to be designated an (1) designate any Unrestricted Subsidiary, unless such Subsidiary or any Subsidiary that is not a Wholly-Owned Subsidiary as a “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated ”, provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary in an amount equal to the outstanding Indebtedness of such Unrestricted Subsidiary or Subsidiary that is not a Wholly-Owned Subsidiary, as applicable, and such designation shall only be permitted if (a) such Indebtedness is permitted under Section 8.7, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (b) no Default or Event of Default would be in existence following such designation, or (2) subject to the first paragraph of Section 8.7, designate any Restricted Subsidiary that is not a Wholly-Owned Subsidiary as an “Unrestricted Subsidiary” under if, as at the documents governing time of such Publicly Traded Debt Securities. For designation, (a) such designation would not cause a Default, and (b) after giving pro forma effect to such designation, (i) the avoidance sum, without duplication, of doubtthe EBITDA of the Corporation’s Unrestricted Subsidiaries, no Guarantor would not be greater than 10% of the EBITDA of the Corporation and its Subsidiaries, on a consolidated basis, and (ii) the sum, without duplication, of the total assets of the Corporation’s Unrestricted Subsidiaries, would not be greater than 10% of the total assets of the Corporation and its Subsidiaries, on a consolidated basis, all as shown on the most recent internal income statement and balance sheet of the Corporation; provided, however, that upon such designation the aggregate Fair Market Value of all outstanding Investments owned by the Corporation and its Restricted Subsidiaries in such Restricted Subsidiary shall be deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under Section 8.6 or under one or more clauses of the definition of “Permitted Investments”, as determined by the Corporation, and provided further that such designation shall only be permitted if the Investment would be permitted at that time and if such Restricted Subsidiary that is not a Wholly-Owned Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the . Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies shall be evidenced to the Debenture Trustees by filing with the preceding conditions. In the case Debenture Trustees a certified copy of clause (a)(ii) above, reasonably promptly upon request a resolution of the Administrative Agent, Borrower shall deliver Board of Directors of the Corporation giving effect to Administrative Agent such designation and an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations designation complied with the preceding conditionsconditions and was permitted under Section 8.6. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements definition of being an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at Indenture and any time designate any Indebtedness of such Unrestricted Subsidiary shall be deemed to be incurred by a Restricted Subsidiary; provided that Subsidiary as of such designation will only be permitteddate and, if no Event such Indebtedness is not permitted to be incurred as of Default would such date under Section 8.7, the Corporation shall be in existence as a result default of such designationSection 8.7. Mediative G.P. Inc. and Mediative Performance L.P. shall be treated as “Unrestricted Subsidiaries” from and after the date of this Indenture. In the event Mediative G.P. Inc. and Mediative Performance L.P. become Wholly-Owned Subsidiaries of the Corporation, Mediative G.P. Inc. and Mediative Performance L.P. will, at such time, become Restricted Subsidiaries.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The General Partner may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) Partnership to be an Unrestricted Subsidiary ifif that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Partnership and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under Section 4.08(a), Permitted Investments or Permitted Business Investments, as applicable. All such outstanding Investments will be valued at their fair market value, as determined by the Board of Directors of the General Partner, at the time of such designation. That designation will only be permitted if such Restricted Payment, Permitted Investments or Permitted Business Investments would be permitted under this Indenture at that time and such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated otherwise complies with the definition of an Unrestricted Subsidiary, Joint Venture, Immaterial . All Subsidiaries of such an Unrestricted Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a shall be also thereafter constitute Unrestricted Subsidiaries. A Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) may not be designated as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event Subsidiary unless at the time of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver (x) it has no Indebtedness other than Non-Recourse Debt; (y) no portion of the Indebtedness or any other obligation of such Subsidiary (whether contingent or otherwise and whether pursuant to Administrative Agent an Officer’s Certificate certifying that the terms of such Indebtedness or the terms governing the organization and operation of such Subsidiary or by law) (A) is guaranteed by the Partnership or any of its other Restricted Subsidiaries, except as such Indebtedness is permitted by Sections 4.08 and 4.09, (B) is recourse to or obligates the Partnership or any of its Restricted Subsidiaries in any way (including any "claw-back", "keep-well' or "make-well" agreements or other agreements, arrangements or understandings to maintain the financial performance or results of operations of such Subsidiary, except as such Indebtedness or Investment is permitted by Sections 4.08 and 4.09), or (C) subjects any property or assets of the Partnership or any of its other Restricted Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof; and (z) no Equity Interests of a Restricted Subsidiary are held by such Subsidiary, directly or indirectly. Upon the designation of a Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease the Guarantee of such entity shall be released and the Trustee shall be authorized to take such actions as may be an Unrestricted Subsidiary for purposes appropriate to reflect such release. The Board of this Agreement. (c) Borrower Directors of the General Partner may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, Subsidiary if no a Default or Event of Default is not continuing, the redesignation would be in existence as not cause a result Default or Event of Default and provided that, if at the time of such designation such Subsidiary is a Subsidiary Guarantor, after giving effect to such designation., the Partnership and its remaining Restricted Subsidiaries could incur at least $1.00 of additional Indebtedness under Section 4.09(a). 72

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) Unless designated as an Unrestricted Subsidiary, in each casenewly acquired or created Subsidiary or a Restricted Subsidiary shall be a Restricted Subsidiary. Any Restricted Subsidiary may be designated by the Company as an Unrestricted Subsidiary; provided that: (1) any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated shall be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if after giving effect thereto applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 1007; (2) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 1009; (3) such Subsidiary does not hold any Liens (other than Permitted Liens) on any property of the Company or any Restricted Subsidiary thereof; and (4) no Default or Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless in existence following such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarydesignation. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies shall be evidenced to the Trustee by filing with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request Trustee an Officers’ Certificate of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and Company certifying that all such formations designation complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of conditions and was permitted by this AgreementIndenture. (c) Borrower The Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (1) such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permittedpermitted if such Indebtedness is permitted under Section 1007, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; (2) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under Section 1009; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 1008; and (4) no Default or Event of Default would be in existence as a result of following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, Subsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation, ; (ii) such Restricted Subsidiary is does not own any Disqualified Stock of the Company or any Subsidiary Guarantor or Disqualified or Preferred Stock of a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Restricted Subsidiary that is not a Special Purpose Entity (whether bankruptcy remote Subsidiary Guarantor or not)hold any Indebtedness of, Regulated or any Lien on any property of, the Company or any Restricted Subsidiary, Joint Venture, Immaterial if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under Section 4.05 or such Lien would violate Section 4.07; (iii) such Restricted Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted does not own any Voting Stock of another Restricted Subsidiary, in each case, if after giving effect thereto no Event and all of Default has occurred and is continuing its Subsidiaries are Unrestricted Subsidiaries or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also are being concurrently designated to be an “Unrestricted Subsidiaries in accordance with this Section 4.18(a); (iv) none of the Company or any Restricted Subsidiary Guarantees or provides credit support for the Indebtedness of such Restricted Subsidiary” ; and (v) the Investment deemed to have been made thereby in such newly designated Unrestricted Subsidiary and each other newly designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted SubsidiarySection 4.06. (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation will only which shall be permitted, if no Event of Default would be in existence deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designationdesignation would be permitted to be Incurred under Section 4.05; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which shall be deemed to have been incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.07; (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); and (v) if such Restricted Subsidiary is not organized under the laws of the PRC, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor. (c) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and an Officers’ Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of the Issuer may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) Issuer to be an Unrestricted Subsidiary if, Subsidiary; provided that: (i) at the time of and after giving effect to any such designation, the Issuer and its Restricted Subsidiaries account for at least 85% of the Consolidated Net Tangible Assets of the Issuer (excluding all of the assets of an Unrestricted Subsidiary that was an Unrestricted Subsidiary as of the Issue Date) (ii) any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 7.10; (iii) the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will, unless it otherwise constitutes a Permitted Investment, be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 7.9; (iv) such Subsidiary does not hold any Liens on any property of the Issuer or any Restricted Subsidiary thereof; (v) the Subsidiary being so designated: (A) is a Special Purpose Entity Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trusti) to subscribe for additional Equity Interests or (ii) form to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (B) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and (C) is not a Subsidiary that is a Special Purpose Entity party to any agreement or understanding with the Issuer or any of its Restricted Subsidiaries unless the terms of any such agreement would be permitted under Section 7.12; (whether bankruptcy remote vi) no Default or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless in existence following such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarydesignation. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary complies will be evidenced to the Trustee by filing with the preceding conditions. In Trustee the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver Board Resolution giving effect to Administrative Agent such designation and an Officer’s Officers’ Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations designation complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet conditions and was permitted by the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this AgreementIndenture. (c) Borrower The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (i) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted, permitted if such Indebtedness is permitted under Section 7.10; (ii) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 7.9 provided that such outstanding Investments shall be valued at the lesser of (A) the Fair Market Value of such Investments measured on the date of such designation and (B) the Fair Market Value of such Investments measured at the time each such Investment was made by such Unrestricted Subsidiary; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 7.7; and (iv) no Default or Event of Default would be in existence as a result of following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) By resolution of the Board of Directors of the Borrower, any Subsidiary (or entity to become a Subsidiary) of the Borrower may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) be designated to be an Unrestricted Subsidiary if: (i) the Subsidiary (or entity to become a Subsidiary) to be so designated does not (directly, at or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the time of designation, such Borrower or any Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (and does not have any Indebtedness other than a Qualified Owner Trust) or Non-Recourse Indebtedness; (ii) form Borrower would be permitted under Section 8.03 to make a Restricted Payment in an amount equal to the Fair Market Value of the Investment in such Subsidiary (or entity to become a Subsidiary). For the purposes of this provision, in the event the Fair Market Value of such assets exceeds $3,000,000, such Fair Market Value shall be determined by an Independent Financial Advisor; (iii) no Default or Event of Default exists or would result therefrom; (iv) in the case of any Unrestricted Subsidiary directly owned by any of its Subsidiaries that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated not an Unrestricted Subsidiary, Joint Venture, Immaterial 100% of the Equity Interests of such newly-designated Unrestricted Subsidiary are owned by such Subsidiary; and (v) such Unrestricted Subsidiary is or Owner Trust (other than a Qualified Owner Trust) becomes party to the Tax Sharing Agreement. Unless so designated as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event any Person that becomes a Subsidiary of Default has occurred and is continuing or would occur the Borrower will be classified as a result thereofRestricted Subsidiary at the time it becomes a Subsidiary. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing If at any Publicly Traded Debt Securities shall be permitted to be designated time an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated Subsidiary ceases to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of satisfy clause (a)(i) above, upon unless the Borrower is then able to redesignate such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 7.15, the Borrower shall be in default of this Section 7.15. (b) Except as provided in this Section 7.15, and except as otherwise set forth in the definition of an “Unrestricted Subsidiary,” no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Borrower nor any Restricted Subsidiary complies shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the preceding conditions. In passage of time or notice or both) declare a default thereon or cause the case payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of clause (a)(ii) abovea default with respect to any Indebtedness, reasonably promptly upon request Lien or other obligation of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail (including any right to meet the requirements of being an take enforcement action against such Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement). (c) Borrower may at any time designate By resolution of the Board of Directors, any Unrestricted Subsidiary may be designated to be a Restricted Subsidiary; provided that such designation will only be permittedSubsidiary if, if no Event of Default would be in existence as a result of immediately after giving pro forma effect to such designation.,

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, Subsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation, ; (ii) neither the Company nor any Restricted Subsidiary provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote does not own any Disqualified Stock of the Company or not)Disqualified or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness of, Regulated or any Lien on any property of, the Company or any Restricted Subsidiary, Joint Venture, Immaterial if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under Section 4.05 or such Lien would violate Section 4.07; (iv) such Restricted Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated does not own any Voting Stock of another Restricted Subsidiary, Joint Venture, Immaterial Subsidiary and all of its Subsidiaries are Unrestricted Subsidiaries or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also are being concurrently designated to be an “Unrestricted Subsidiary” Subsidiaries in accordance with Section 4.17(a); and (v) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary and each other newly-designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted SubsidiarySection 4.06. (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will only be permitted, if no Event of Default would be in existence deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designationdesignation would be permitted to be Incurred under Section 4.05; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.07; (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); (v) if such Restricted Subsidiary is not organized under the laws of the PRC and is not an Other Non-Guarantor Subsidiary, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor or a JV Subsidiary Guarantor in accordance with the terms under the Indenture; and (vi) if such Restricted Subsidiary is not organized under the laws of the PRC, is not an Other Non-Guarantor Subsidiary, is not Xinyuan International (HK) Property Investment Co., Limited or a Subsidiary of a JV Subsidiary Guarantor, all Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary shall be pledged as required under Article 10.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of the Company may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after other than a Co-Issuer) of the Prior Credit Agreement Date) Company to be an Unrestricted Subsidiary; provided that: (i) any Guarantee by the Company or any Restricted Subsidiary ifthereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or incurrence of Indebtedness would be permitted under Section 4.09; (ii) form the aggregate value (as determined in accordance with this Indenture) of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 4.08 hereof; (iii) the Subsidiary being so designated has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except (A) to the extent such Guarantee or credit support would be released upon such designation or (B) a pledge of the Equity Interests of the Unrestricted Subsidiary that is a Special Purpose Entity the obligor thereunder; and (whether bankruptcy remote iv) no Default or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless in existence following such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarydesignation. (b) In Any designation of a Restricted Subsidiary of the case of clause (a)(i) above, upon Company as an Unrestricted Subsidiary will be evidenced to the Trustee by delivering to the Trustee the Board Resolution giving effect to such designation, Borrower shall deliver to Administrative Agent designation and an Officer’s Certificate certifying that the such designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditionsconditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements of being an Unrestricted Subsidiarydescribed in clause (iii) above, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this AgreementIndenture and any Indebtedness, Investments or Liens on the property of such Subsidiary will be deemed to be incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under this Indenture, the Issuers will be in default under this Indenture. (c) Borrower The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness (including any Obligations that are non-recourse) of such Unrestricted Subsidiary and such designation will only be permitted, permitted if such Indebtedness is permitted under Section 4.09 hereof; and (ii) no Default or Event of Default would be in existence as a result of following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of ▇▇▇▇▇▇▇ may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary ifif no Default or Event of Default would be in existence following such designation; provided that: (1) the aggregate Fair Market Value of all outstanding Investments owned by ▇▇▇▇▇▇▇ and its Restricted Subsidiaries in the Subsidiary so designated (including any guarantee by ▇▇▇▇▇▇▇ or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of the designation and that such Investment would be permitted under Section 4.07 hereof; (2) any guarantee by ▇▇▇▇▇▇▇ or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by ▇▇▇▇▇▇▇ or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 4.09 hereof; and (3) such Subsidiary does not hold any Liens on any property of ▇▇▇▇▇▇▇ or any Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not)thereof; provided, Regulated Subsidiaryfurther, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall such designation will only be permitted to be designated an Unrestricted Subsidiary, unless such “if the Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under Subsidiary otherwise meets the documents governing such Publicly Traded Debt Securities. For the avoidance definition of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation Directors of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower ▇▇▇▇▇▇▇ may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (1) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of ▇▇▇▇▇▇▇ of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permittedpermitted if such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; (2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 4.07 hereof; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.12 hereof; (4) no Default or Event of Default would be in existence as following such designation; and (5) such Unrestricted Subsidiary becomes a result Subsidiary Guarantor and executes a supplemental indenture in substantially the form of Exhibit C hereto and delivers an Opinion of Counsel reasonably satisfactory to the Trustee within 10 Business Days of the date on which it is designated to the effect that such supplemental indenture has been duly authorized, executed and delivered and constitutes a legal, valid and binding agreement of such designationSubsidiary, enforceable against such Subsidiary in accordance with its terms.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of the Company may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after other than a Co-Issuer) of the Prior Credit Agreement Date) Company to be an Unrestricted Subsidiary; provided that: (i) any Guarantee by the Company or any Restricted Subsidiary ifthereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or incurrence of Indebtedness would be permitted under Section 4.09; (ii) form the aggregate value (as determined in accordance with this Indenture) of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 4.08 hereof; (iii) the Subsidiary being so designated has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except (A) to the extent such Guarantee or credit support would be released upon such designation or (B) a pledge of the Equity Interests of the Unrestricted Subsidiary that is a Special Purpose Entity the obligor thereunder; and (whether bankruptcy remote iv) no Default or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless in existence following such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarydesignation. (b) In Any designation of a Restricted Subsidiary of the case of clause (a)(i) above, upon Company as an Unrestricted Subsidiary will be evidenced to the Trustee by delivering to the Trustee the Board Resolution giving effect to such designation, Borrower shall deliver to Administrative Agent designation and an Officer’s Certificate certifying that the such designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditionsconditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements of being an Unrestricted Subsidiarydescribed in clause (iii) above, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this AgreementIndenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under this Indenture, the Issuers will be in default under this Indenture. (c) Borrower The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness (including any Obligations that are non-recourse) of such Unrestricted Subsidiary and such designation will only be permitted, permitted if such Indebtedness is permitted under Section 4.09 hereof; and (ii) no Default or Event of Default would be in existence as a result of following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of OPTI may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary ifif no Default or Event of Default would be in existence following such designation; provided that: (1) the aggregate Fair Market Value of all outstanding Investments owned by OPTI and its Restricted Subsidiaries in the Subsidiary so designated (including any guarantee by OPTI or any Restricted Subsidiary of any Indebtedness of such Subsidiary) shall be deemed to be an Investment made as of the time of the designation and that such Investment would be permitted under Section 4.07 hereof; (2) any guarantee by OPTI or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated shall be deemed to be an Incurrence of Indebtedness by OPTI or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 4.09 hereof; and (3) such Subsidiary does not hold any Liens on any property of OPTI or any Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not)thereof; provided, Regulated Subsidiaryfurther, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities such designation shall only be permitted to be designated an Unrestricted Subsidiary, unless such “if the Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under Subsidiary otherwise meets the documents governing such Publicly Traded Debt Securities. For the avoidance definition of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation Directors of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower OPTI may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (1) such designation will shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of OPTI of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permittedpermitted if such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; (2) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such designation shall only be permitted if such Investments would be permitted under Section 4.07 hereof; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.12 hereof; (4) no Default or Event of Default would be in existence as following such designation; and (5) to the extent required under Section 4.16 hereof, such Unrestricted Subsidiary becomes a result Guarantor and executes a supplemental indenture in substantially the form of Exhibit E hereto and delivers an Opinion of Counsel reasonably satisfactory to the Trustee within 10 Business Days of the date on which it is designated to the effect that such supplemental indenture has been duly authorized, executed and delivered and constitutes a legal, valid and binding agreement of such designationSubsidiary, enforceable against such Subsidiary in accordance with its terms.

Designation of Restricted and Unrestricted Subsidiaries. The Company may designate after the Issue Date any Subsidiary (other than the Subsidiary Issuers) (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a) Borrower may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote no Default or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything after giving effect to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary.Designation; (b) In the case Subsidiary to be so designated and its Subsidiaries do not at the time of clause Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any Property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary so designated; (a)(ic) abovethe 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 Company or any of the Restricted Subsidiaries; and (d) either (x) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary has consolidated assets greater than $1,000, upon then such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation Designation would be permitted under Section 4.07. The Company may revoke any Designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies (a “Revocation”) only if, immediately after giving effect such Revocation: (e) (x) the Company could Incur at least $1.00 of additional Indebtedness under Section 4.09(a) or (y) the Fixed Charge Coverage Ratio would be greater than immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; (f) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (g) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Each Designation and Revocation must be evidenced by promptly delivering to the Trustee a board resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate certifying compliance with the preceding conditionsprovisions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it A Revocation will thereafter cease be deemed to be an Unrestricted Subsidiary for purposes Incurrence of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be Indebtedness by a Restricted Subsidiary; provided that such designation will only be permitted, if no Event Subsidiary of Default would be in existence as a result any outstanding Indebtedness of such designationUnrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower may (i) designate All of the Corporation’s existing Wholly-Owned Subsidiaries shall be “Restricted Subsidiaries” and any Restricted future Wholly-Owned Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is Corporation shall become a “Restricted Subsidiary” as at such time that it becomes a Wholly-Owned Subsidiary of the Corporation. The Board of Directors of the Corporation shall not be permitted to designate any existing or future Wholly-Owned Subsidiary of the Corporation as an obligor or guarantor under documents governing any Publicly Traded Debt Securities “Unrestricted Subsidiary”. However, the Board of Directors of the Corporation shall be permitted to be designated an (1) designate any Unrestricted Subsidiary, unless such Subsidiary or any Subsidiary that is not a Wholly-Owned Subsidiary as a “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated ”, provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary in an amount equal to the outstanding Indebtedness of such Unrestricted Subsidiary or Subsidiary that is not a Wholly-Owned Subsidiary, as applicable, and such designation shall only be permitted if (a) such Indebtedness is permitted under Section 5.7, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (b) no Default or Event of Default would be in existence following such designation, or (2) subject to the first paragraph of Section 5.7, designate any Restricted Subsidiary that is not a Wholly-Owned Subsidiary as an “Unrestricted Subsidiary” under if, as at the documents governing time of such Publicly Traded Debt Securities. For designation, (a) such designation would not cause a Default, and (b) after giving pro forma effect to such designation, (i) the avoidance sum, without duplication, of doubtthe EBITDA of the Corporation’s Unrestricted Subsidiaries, no Guarantor would not be greater than 10% of the EBITDA of the Corporation and its Subsidiaries, on a consolidated basis, and (ii) the sum, without duplication, of the total assets of the Corporation’s Unrestricted Subsidiaries, would not be greater than 10% of the total assets of the Corporation and its Subsidiaries, on a consolidated basis, all as shown on the most recent internal income statement and balance sheet of the Corporation; provided, however, that upon such designation the aggregate Fair Market Value of all outstanding Investments owned by the Corporation and its Restricted Subsidiaries in such Restricted Subsidiary shall be deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under Section 5.6 or under one or more clauses of the definition of “Permitted Investments”, as determined by the Corporation, and provided further that such designation shall only be permitted if the Investment would be permitted at that time and if such Restricted Subsidiary that is not a Wholly-Owned Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the . Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies shall be evidenced to the Trustees by filing with the preceding conditions. In the case Trustees a certified copy of clause (a)(ii) above, reasonably promptly upon request a resolution of the Administrative Agent, Borrower shall deliver Board of Directors of the Corporation giving effect to Administrative Agent such designation and an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations designation complied with the preceding conditionsconditions and was permitted under Section 5.6. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements definition of being an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at Indenture and any time designate any Indebtedness of such Unrestricted Subsidiary shall be deemed to be incurred by a Restricted Subsidiary; provided that Subsidiary as of such designation will only be permitteddate and, if no Event such Indebtedness is not permitted to be incurred as of Default would such date under Section 5.7, the Corporation shall be in existence as a result default of such designationSection 5.7. Mediative G.P. Inc. and Mediative Performance L.P. shall be treated as “Unrestricted Subsidiaries” from and after the date of this Indenture. In the event Mediative G.P. Inc. and Mediative Performance L.P. become Wholly-Owned Subsidiaries of the Corporation, Mediative G.P. Inc. and Mediative Performance L.P. will, at such time, become Restricted Subsidiaries.

Designation of Restricted and Unrestricted Subsidiaries. The Parent may designate after the Issue Date any Subsidiary (other than the Issuers) (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a) Borrower may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote no Default or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything after giving effect to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary.Designation; (b) In the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any Property of, the Parent or any other Subsidiary of the Parent that is not a Subsidiary of the Subsidiary so designated; (c) 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 or other Holder of such Indebtedness has recourse to any of the assets of the Parent or any of the Restricted Subsidiaries; and (d) either (x) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary has consolidated assets greater than $1,000, then the Parent could make a Restricted Payment at the time of such Designation in an amount equal to the Fair Market Value of all outstanding Investments owned by the Parent and the Restricted Subsidiaries in such Subsidiary under Section 4.07 and such amount is thereafter treated as an “Investment” for purposes of calculating the amount of Restricted Payments thereunder. The Parent may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (e) (x) the Parent could Incur at least $1.00 of additional Indebtedness under Section 4.09(a) or (y) the Fixed Charge Coverage Ratio would not be less than immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; (f) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (g) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Each Designation and Revocation must be evidenced by promptly delivering to the Trustee a board resolution of the Board of Directors of the Parent giving effect to such Designation or Revocation, as the case of clause (a)(i) abovemay be, upon such designation, Borrower shall deliver to Administrative Agent and an Officer’s Certificate certifying that compliance with the designation preceding provisions. A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request any outstanding Indebtedness of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, if no Event of Default would be in existence as a result of such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of ▇▇▇▇▇▇▇ may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary ifif no Default or Event of Default would be in existence following such designation; provided that: (1) the aggregate Fair Market Value of all outstanding Investments owned by ▇▇▇▇▇▇▇ and its Restricted Subsidiaries in the Subsidiary so designated (including any guarantee by ▇▇▇▇▇▇▇ or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of the designation and that such Investment would be permitted under Section 5.07 hereof; (2) any guarantee by ▇▇▇▇▇▇▇ or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by ▇▇▇▇▇▇▇ or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 5.09 hereof; and (3) such Subsidiary does not hold any Liens on any property of ▇▇▇▇▇▇▇ or any Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not)thereof; provided, Regulated Subsidiaryfurther, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall such designation will only be permitted to be designated an Unrestricted Subsidiary, unless such “if the Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under Subsidiary otherwise meets the documents governing such Publicly Traded Debt Securities. For the avoidance definition of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation Directors of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower ▇▇▇▇▇▇▇ may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (1) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of ▇▇▇▇▇▇▇ of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permittedpermitted if such Indebtedness is permitted under Section 5.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; (2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 5.07 hereof; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 5.12 hereof; (4) no Default or Event of Default would be in existence as following such designation; and (5) such Unrestricted Subsidiary becomes a result Subsidiary Guarantor and executes a supplemental indenture in substantially the form of Exhibit C hereto and delivers an Opinion of Counsel reasonably satisfactory to the Trustee within 10 Business Days of the date on which it is designated to the effect that such supplemental indenture has been duly authorized, executed and delivered and constitutes a legal, valid and binding agreement of such designationSubsidiary, enforceable against such Subsidiary in accordance with its terms.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) Company to be an Unrestricted Subsidiary ifif (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, at or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, (b) the Subsidiary to be so designated is not obligated under any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any Debt of designation, such the Company or of any Restricted Subsidiary is a Special Purpose Entity and (whether bankruptcy remote c) either (i) the Subsidiary to be so designated has total assets of $1,000 or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) less or (ii) form such designation is effective immediately upon such entity becoming a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) of the Company. Unless so designated as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event any Person that becomes a Subsidiary of Default has occurred and is continuing or would occur the Company will be classified as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities ; PROVIDED, HOWEVER, that such Subsidiary shall be permitted to not be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request if either of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting requirements set forth all Unrestricted Subsidiaries formed since the time in clauses (x) and (y) of the last immediately following paragraph will not be satisfied after giving pro forma effect to such request from classification. Except as provided in the Administrative Agent orfirst sentence of this paragraph, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Restricted Subsidiary would fail to meet the requirements of being may be redesignated as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes . The Board of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided Subsidiary if, immediately after giving pro forma effect to such designation, (x) the Company could Incur at least $1.00 of additional Debt pursuant to clause (a) of the first paragraph of Section 4.03 and (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom. Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers' Certificate (a) certifying that such designation will only be permitted, if no Event of Default would be in existence as a result or redesignation complies with the foregoing provisions and (b) giving the effective date of such designationdesignation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such designation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such fiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, Subsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation, ; (ii) neither the Company nor any Restricted Subsidiary provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote does not own any Disqualified Stock of the Company or not)Disqualified or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness of, Regulated or any Lien on any property of, the Company or any Restricted Subsidiary, Joint Venture, Immaterial if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under Section 4.05 or such Lien would violate Section 4.07; (iv) such Restricted Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated does not own any Voting Stock of another Restricted Subsidiary, Joint Venture, Immaterial Subsidiary and all of its Subsidiaries are Unrestricted Subsidiaries or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also are being concurrently designated to be an “Unrestricted Subsidiary” Subsidiaries in accordance with Section 4.17(a); and (v) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary and each other newly-designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under Section 4.06 (other than any Investment deemed to have been made by the documents governing Company or any Restricted Subsidiary in the Restructuring Group upon the designation of the Subsidiaries in the Restructuring Group as Unrestricted Subsidiaries in connection with the Restructuring, provided that (A) the Board of Directors has determined in good faith that the designation of such Publicly Traded Debt Securities. For Subsidiaries as Unrestricted Subsidiaries is necessary to obtain approval from a Qualified Exchange for the avoidance Restructuring, (B) at the time of doubtsuch designation, no Guarantor shall be an Unrestricted Subsidiarysuch Subsidiaries remain Subsidiaries of the Company, and (C) at the time of such designation, such Subsidiaries remain primarily engaged in the businesses other than property development business). (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will only be permitted, if no Event of Default would be in existence deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designationdesignation would be permitted to be Incurred under Section 4.05; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.07; (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); (v) if such Restricted Subsidiary is not organized under the laws of the PRC and is not an Other Non-Guarantor Subsidiary, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor or a JV Subsidiary Guarantor in accordance with the terms under the Indenture; and (vi) if such Restricted Subsidiary is not organized under the laws of the PRC, is not an Other Non-Guarantor Subsidiary, is not Xinyuan International (HK) Property Investment Co., Limited or a Subsidiary of a JV Subsidiary Guarantor, all Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary shall be pledged as required under Article 10.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of the Parent Guarantor may (i) designate any Restricted Subsidiary of the Parent Guarantor (including any existing Subsidiary that is and any newly acquired after the Prior Credit Agreement Dateor newly formed Subsidiary) to be an Unrestricted Subsidiary ifunless 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 Parent Guarantor or any Subsidiary of the Parent Guarantor (other than any Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Parent Guarantor, (b) such designation complies with Section 4.09 hereof and (c) each of (x) the Subsidiary to be so designated and (y) its Subsidiaries, has not at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote and does not thereafter, create, incur, issue, assume, guarantee or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary otherwise become directly or Owner Trust (other than a Qualified Owner Trust) indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Parent Guarantor or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “any Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance The Board of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request Directors of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default or Event of Default shall have occurred and be continuing and either: (a) the Parent Guarantor could incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof or (b) the Fixed Charge Coverage Ratio for the Parent Guarantor and its Restricted Subsidiaries would be greater than such ratio for the Parent Guarantor and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors of the Parent Guarantor shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Parent Guarantor and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only be permitted, if no Event of Default a Restricted Payment in such amount would be in existence as a result permitted at such time, whether pursuant to Section 4.07(a) hereof or under Section 4.07(b)(6), (8) or (9) hereof, or pursuant to the definition of “Permitted Investments,” and if such designationSubsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. Under “Description of Exchange Notes – Certain Covenants” a new provision will be added under the heading “Designation of Restricted and Unrestricted Subsidiaries” as follows: “The Company shall not designate (a) Borrower may (i) designate any Restricted Australian Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary ifother than Australian Subsidiaries (together with all other Australian Subsidiaries that constitute Unrestricted Subsidiaries) (i) that, at as of the time date of such designation, own less than 10% of the assets owned by all Australian Subsidiaries as of the end of the four-quarter period immediately preceding such Restricted Subsidiary date and for which financial information is a Special Purpose Entity (whether bankruptcy remote or not)available, Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or and (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not)from which, Regulated Subsidiaryas of the date of such designation, Joint Venture, Immaterial Subsidiary or Owner Trust (other less than a Qualified Owner Trust) as an Unrestricted Subsidiary10% of Australian Net Income and Australian EBITDA of all Australian Subsidiaries are derived, in each case, if after giving effect thereto no Event of Default has occurred for the four-quarter period immediately preceding such date and for which financial information is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. available and (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted any Canadian Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes other than Canadian Subsidiaries (together with all other Canadian Subsidiaries that constitute Unrestricted Subsidiaries) (i) that, as of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, if no Event of Default would be in existence as a result the date of such designation, own less than 10% of the assets owned by all Canadian Subsidiaries as of the end of the four-quarter period immediately preceding such date and for which financial information is available, and (ii) from which, as of the date of such designation, less than 10% of Canadian Net Income and Canadian EBITDA of all Canadian Subsidiaries are derived, in each case, for the four-quarter period immediately preceding such date and for which financial information is available; provided that, in the case of each of clauses (a) and (b) above, such Subsidiaries otherwise satisfy all of the criteria to be designated as “Unrestricted Subsidiaries” pursuant to this covenant.” In addition, definitions for the terms “Australian Net Income”, “Australian EBITDA”, “Canadian Net Income” and “Canadian EBITDA” will be added as follows:

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Borrower may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) Borrower to be an Unrestricted Subsidiary; provided that: (i) The aggregate fair market value, as determined in good faith by the Board of Directors of the Borrower, of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary ifbeing so designated (including any Guarantee by the Borrower or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary, but excluding any Investment that was a Restricted Payment or Permitted Investment (other than pursuant to clauses (1) or (3) of the definition thereof) when made) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 7.06 hereof, including as a Permitted Investment. (ii) Such Subsidiary does not hold any Liens on any property of the Borrower or any Restricted Subsidiary thereof; (iii) The Subsidiary being so designated: (A) Is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of designationthe Borrower or would be permitted under Section 7.08 hereof; and Document Number: 1345735 -99- (B) Is a Person with respect to which neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation to subscribe for additional Equity Interests, such Restricted Subsidiary is a Special Purpose Entity except as would be permitted under Section 7.06 hereof; and (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trustiv) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no No Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless in existence following such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarydesignation. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the Any designation of a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver will be evidenced to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no by filing with the Administrative Agent the Board Resolution giving effect to such prior request was made, since the Prior Credit Agreement Date, designation and an Officers’ Certificate certifying that all such formations designation complied with the preceding conditionsconditions and was permitted by this Agreement. If, at any time, any Unrestricted Subsidiary (x) would fail to meet any of the preceding requirements described in subclauses (A) or (B) of being an Unrestricted Subsidiaryclause (iii) of Section 7.13(a), it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be Incurred or made by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under this Agreement, the Borrower will be in Default under this Agreement. (c) The Board of Directors of the Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (i) Such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permittedpermitted if such Indebtedness is permitted under the covenant described under Section 7.03 hereof; (ii) All outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 7.06 hereof, if no including as Permitted Investments; (iii) All Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 7.01 hereof; and (iv) No Default or Event of Default would be in existence as a result of following such designation. Notwithstanding the provisions set forth above with respect to “Unrestricted Subsidiaries”, the Borrower shall not designate any Subsidiary as an Unrestricted Subsidiary, to the extent that such Subsidiary directly or indirectly owns a Refinery.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The General Partner may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) Partnership to be an Unrestricted Subsidiary ifif that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Partnership and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under Section 4.08(a), Permitted Investments or Permitted Business Investments, as applicable. All such outstanding Investments will be valued at their fair market value, as determined by the Board of Directors of the General Partner, at the time of such designation. That designation will only be permitted if such Restricted Payment, Permitted Investments or Permitted Business Investments would be permitted under this Indenture at that time and such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated otherwise complies with the definition of an Unrestricted Subsidiary, Joint Venture, Immaterial . All Subsidiaries of such an Unrestricted Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a shall be also thereafter constitute Unrestricted Subsidiaries. A Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) may not be designated as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event Subsidiary unless at the time of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver (x) it has no Indebtedness other than Non-Recourse Debt; (y) no portion of the Indebtedness or any other obligation of such Subsidiary (whether contingent or otherwise and whether pursuant to Administrative Agent an Officer’s Certificate certifying that the terms of such Indebtedness 59 66 or the terms governing the organization and operation of such Subsidiary or by law) (A) is guaranteed by the Partnership or any of its other Restricted Subsidiaries, except as such Indebtedness is permitted by Sections 4.08 and 4.09, (B) is recourse to or obligates the Partnership or any of its Restricted Subsidiaries in any way (including any "claw-back", "keep-well' or "make-well" agreements or other agreements, arrangements or understandings to maintain the financial performance or results of operations of such Subsidiary, except as such Indebtedness or Investment is permitted by Sections 4.08 and 4.09), or (C) subjects any property or assets of the Partnership or any of its other Restricted Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof; and (z) no Equity Interests of a Restricted Subsidiary are held by such Subsidiary, directly or indirectly. Upon the designation of a Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease the Guarantee of such entity shall be released and the Trustee shall be authorized to take such actions as may be an Unrestricted Subsidiary for purposes appropriate to reflect such release. The Board of this Agreement. (c) Borrower Directors of the General Partner may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, Subsidiary if no a Default or Event of Default is not continuing, the redesignation would be in existence as not cause a result Default or Event of Default and provided that, if at the time of such designation such Subsidiary is a Subsidiary Guarantor, after giving effect to such designation, the Partnership and its remaining Restricted Subsidiaries could incur at least $1.00 of additional Indebtedness under Section 4.09(a).

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of Uniti may (i) designate any Restricted Subsidiary of Uniti (including any Subsidiary that is acquired after the Prior Credit Agreement Dateother than either other Issuer and CSL National) to be an Unrestricted Subsidiary; provided that: (i) any guarantee by Uniti or any Restricted Subsidiary ifof any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by Uniti or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 4.09 hereof; (ii) the aggregate fair market value (as determined in good faith by Uniti) of all outstanding Investments owned by Uniti and its Restricted Subsidiaries in the Subsidiary being so designated (including any guarantee by Uniti or any Restricted Subsidiary is a Special Purpose Entity thereof of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07 hereof; (whether bankruptcy remote iii) the Subsidiary being so designated (A) has not guaranteed or not)otherwise directly or indirectly provided credit support for any Indebtedness of Uniti or any of its Restricted Subsidiaries, Regulated Subsidiary, Joint Venture, Immaterial Subsidiary except (i) to the extent such guarantee or Owner Trust (other than a Qualified Owner Trust) credit support would be released upon such designation or (ii) form a pledge of the Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder; and (B) is a Special Purpose Entity Person with respect to which neither Uniti nor any of its Restricted Subsidiaries has any direct or indirect obligation (whether bankruptcy remote i) to subscribe for additional Equity Interests or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary (ii) to maintain or Owner Trust preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (other than a Qualified Owner Trustiv) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Default or Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless in existence following such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarydesignation. (b) In Any designation of a Restricted Subsidiary of Uniti as an Unrestricted Subsidiary will be evidenced to the case of clause (a)(i) above, upon Trustee by filing with the Trustee the Board Resolution giving effect to such designation, Borrower shall deliver to Administrative Agent designation and an Officer’s Certificate certifying that the such designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditionsconditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements described in clause (iii) of being an Unrestricted SubsidiarySection 4.18(a), it will thereafter cease to be an Unrestricted Subsidiary for purposes of this AgreementIndenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be incurred or made by a Restricted Subsidiary of Uniti as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under this Indenture, Uniti will be in default under this Indenture. (c) Borrower The Board of Directors of Uniti may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Uniti of any outstanding Indebtedness (including any Obligations that are non-recourse) of such Unrestricted Subsidiary and such designation will only be permitted, permitted if such Indebtedness is permitted under Section 4.09 hereof; and (ii) no Default or Event of Default would be in existence as a result of following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Borrower may (i) designate any Restricted Subsidiary (including other than any Subsidiary that is an obligor with respect to any Indebtedness incurred pursuant to Section 7.01(a)(xiii) or 7.01(a)(xiv)), including a newly acquired after the Prior Credit Agreement Date) or created Subsidiary, to be an Unrestricted Subsidiary ifif the sum of (i) the total assets of such Subsidiary (or, if any such Subsidiary itself has Subsidiaries, the consolidated total assets of such Subsidiary and its Consolidated Subsidiaries) and the total assets of every other Unrestricted Subsidiary (other than Cornerstone, the Specified Joint Ventures and the Excluded Partnerships), in each case determined as of the date of the Most Recent Financial Statements and (ii) the amount of any Investments made in the Specified Joint Ventures after the Third Amendment and Restatement Effective Date (determined as of the date of such designation in accordance with the definition of “Investment”), does not exceed 5% of the Consolidated Total Assets of the Borrower and its Consolidated Subsidiaries, the designation would not cause a Default and on a Pro Forma Basis, after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Article 6 hereof; provided that: (i) such Subsidiary does not own any capital stock of the Borrower or any Restricted Subsidiary; (ii) such Subsidiary does not hold any Indebtedness of, or any Lien on any property of, the Borrower or any Restricted Subsidiary, in each case except to the extent permitted by Section 7.01 or 7.02, respectively; (iii) at the time of designation, such the designation would be permitted under Section 7.08; (iv) to the extent the Indebtedness of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is a Special Purpose Entity permitted under Sections 7.01 and 7.08; (whether bankruptcy remote v) the Subsidiary is not party to any transaction or not), Regulated Subsidiary, Joint Venture, Immaterial arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under Section 7.04; and (vi) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or Owner Trust (other than a Qualified Owner Trust) to maintain or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote preserve its financial condition or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event cause it to achieve specified levels of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything operating results except to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be extent permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiaryby Sections 7.01 and 7. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, if no Event of Default would be in existence as a result of such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) Company to be an Unrestricted Subsidiary ifif (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, at or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, (b) the Subsidiary to be so designated is not obligated under any Debt, Lien or other obligation that, if in default, would result (with the passage of time or notice or otherwise) in a default on any Debt of designation, such the Company or of any Restricted Subsidiary is a Special Purpose Entity and (whether bankruptcy remote c) either (i) the Subsidiary to be so designated has total assets of $1,000 or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) less or (ii) form such designation is effective immediately upon such entity becoming a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) of the Company. Unless so designated as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event any Person that becomes a Subsidiary of Default has occurred and is continuing or would occur the Company will be classified as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities ; PROVIDED, HOWEVER, that such Subsidiary shall be permitted to not be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request if either of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting requirements set forth all Unrestricted Subsidiaries formed since the time in clauses (x) and (y) of the last immediately following paragraph will not be satisfied after giving pro forma effect to such request from classification. Except as 40 provided in the Administrative Agent orfirst sentence of this paragraph, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Restricted Subsidiary would fail to meet the requirements of being may be redesignated as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes . The Board of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided Subsidiary if, immediately after giving pro forma effect to such designation, (x) the Company could Incur at least $1.00 of additional Debt pursuant to Section 4.03(a)(i) and (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom. Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers' Certificate (a) certifying that such designation will only be permitted, if no Event of Default would be in existence as a result or redesignation complies with the foregoing provisions and (b) giving the effective date of such designationdesignation or redesignation, such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such designation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company's fiscal year, within 90 days after the end of such fiscal year).

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of the Issuer may (i) designate any Restricted Subsidiary of the Issuer (including any existing Subsidiary that is and any newly acquired after or newly formed Subsidiary of the Prior Credit Agreement DateIssuer) to be an Unrestricted Subsidiary ifunless 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 Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designationdesignation have any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, such Restricted further, however, that either: (i) the Subsidiary is a Special Purpose Entity (whether bankruptcy remote to be so designated has total consolidated assets of $1,000 or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or less; or (ii) form a if such Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not)has consolidated assets greater than $1,000, Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or then such designation would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted SubsidiarySection 3.4. (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request Directors of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided provided, however, that immediately after giving effect to such designation will only designation: (i) (A) the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Interest Coverage Ratio test described under Section 3.3 or (B) the Interest Coverage Ratio for the Issuer and its Restricted Subsidiaries would be permittedequal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, if in each case on a pro forma basis taking into account such designation, and (ii) no Event of Default would will have occurred and be in existence as continuing. (c) Any designation by the Board of Directors of the Issuer pursuant to Section 3.13(b) will be evidenced to the Trustee by promptly filing with the Trustee a result copy of the resolution of the Board of Directors of the Issuer giving effect to such designationdesignation and an Officer’s Certificate certifying that such designation complied with this Section 3.13.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The board of directors of Axiall may (i) at any time designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be of Axiall as an Unrestricted Subsidiary ifor any Unrestricted Subsidiary as a Restricted Subsidiary; provided, at the time of that (i) immediately before and after such designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote no Default or not)Event of Default shall have occurred and be continuing, Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) the Borrower may not be designated as an Unrestricted Subsidiary, in each case, (iii) no subsidiary may be designated as an Unrestricted Subsidiary if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that it is a “Restricted Subsidiary” (or an obligor the equivalent term) for the purpose of the ABL Credit Agreement, the 4.625% Notes Indenture or guarantor under documents 4.875% Notes Indenture (or any agreements governing any Publicly Traded Debt Securities Permitted Refinancing thereof), (iv) as of the date of the designation thereof, no Unrestricted Subsidiary shall be permitted own any Stock in Axiall or its Restricted Subsidiaries or hold any Indebtedness of, or any Lien on any property of Axiall or its Restricted Subsidiaries and (v) the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to be designated an Axiall or its Subsidiaries with respect to such Indebtedness; provided, that this clause (v) shall not apply to the extent that (x) such Unrestricted Subsidiary’s principal objective is constructing, unless such “Restricted Subsidiary,” obligor acquiring, owning, refurbishing, upgrading or guarantor is also being concurrently designated to be operating an “Unrestricted Subsidiary” Ethylene Cracker Facility and (y) any Liens granted in connection with any credit support or guarantee provided by Axiall or its Subsidiaries in connection therewith are permitted under the documents governing such Publicly Traded Debt SecuritiesSection 5.1. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary complies with shall constitute an Investment by Axiall therein at the date of designation in an amount equal to the portion (proportionate to Axiall’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary (and such designation shall only be permitted to the extent such Investment is permitted under Section 5.4) as determined by Axiall in good faith; provided, that upon a redesignation of such Unrestricted Subsidiary as a Subsidiary, Axiall shall be deemed to continue to have a permanent Investment in a Subsidiary in an amount (if positive) equal to (a) Axiall’s “Investment” in such Subsidiary at the time of such redesignation, less (b) the portion (proportionate to Axiall’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation as determined by Axiall in good faith. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Unrestricted Subsidiary existing at such time and a return on any Investment by Axiall in Unrestricted Subsidiaries pursuant to the preceding conditionssentence in an amount equal to the fair market value as determined by Axiall in good faith at the date of such designation of Axiall’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. In the case Any designation of clause (a)(ii) above, reasonably promptly upon request a Subsidiary of the Administrative Agent, Borrower shall deliver Axiall as an Unrestricted Subsidiary will be evidenced to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time by delivering to Administrative Agent a certified copy of a resolution of the last board of directors of Axiall giving effect to such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, designation and an officers’ certificate certifying that all such formations designation complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements of being as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at Agreement and any time designate any Unrestricted Indebtedness of and Investments by such Subsidiary will be deemed to be incurred by a Restricted Subsidiary; provided that Subsidiary of Axiall as of such designation will only be permitteddate and, if no Event such Indebtedness is not permitted to be incurred as of Default would such date under this Agreement, the Borrower will be in existence as a result default of such designationcovenants.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower may Subject to paragraph (ic) below, the Company will not designate any Restricted Subsidiary as an Unrestricted Subsidiary after the date of the Closing unless such Subsidiary was not previously (including directly or indirectly) an Unrestricted Subsidiary, except that any Unrestricted Subsidiary that is acquired designated as a Restricted Subsidiary after the Prior Credit Agreement Datedate of the Closing pursuant to paragraph (b) to below may subsequently be redesignated as an Unrestricted Subsidiary if, at the time of designation, so long as such Subsidiary is not thereafter (directly or indirectly) redesignated as a Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) for at least five years after such redesignation as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event . After the expiration of Default has occurred and is continuing or would occur such five-year period before the redesignation of an Unrestricted Subsidiary as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities , the foregoing limitations as to designations and redesignations shall be permitted apply with respect to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted SubsidiarySubsidiary during successive five-year periods. (b) In Subject to paragraph (c) below, the case Company will not designate any Subsidiary as a Restricted Subsidiary after the date of clause the Closing unless such Subsidiary was not previously (a)(idirectly or indirectly) abovea Restricted Subsidiary, upon except that any Restricted Subsidiary that is designated as an Unrestricted Subsidiary after the date of the Closing pursuant to paragraph (a) above may subsequently be redesignated as a Restricted Subsidiary so long as such designation, Borrower shall deliver to Administrative Agent Subsidiary is not thereafter (directly or indirectly) redesignated as an Officer’s Certificate certifying that Unrestricted Subsidiary for at least five years after such redesignation as a Restricted Subsidiary. After the designation expiration of such five-year period before the redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease the foregoing limitations as to be an Unrestricted designations and redesignations shall apply with respect to such Subsidiary for purposes of this Agreementduring successive five-year periods. (c) Borrower may at any time The Company will not designate any Restricted Subsidiary as an Unrestricted Subsidiary to be or any Person as a Restricted Subsidiary; provided that Subsidiary unless immediately after giving pro forma effect to such designation will only be permitteddesignation, if (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Company would be permitted to incur at least $1 of additional Indebtedness under Section 10.1(a). 34 30 (d) Forthwith and in existence as any event within ten Business Days after a result designation pursuant to paragraph (a) or (b) above, the Company will furnish each holder of the Notes with a certificate of a Senior Financial Officer specifying the effective date of such designationdesignation and setting forth calculations in reasonable detail demonstrating compliance with the conditions to such designation set forth in paragraph (c) above.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The General Partner may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) Partnership to be an Unrestricted Subsidiary ifif that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Partnership and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under Section 4.08(a), Permitted Investments or Permitted Business Investments, as applicable. All such outstanding Investments will be valued at their fair market value, as determined by the Board of Directors of the General Partner, at the time of such designation. That designation will only be permitted if such Restricted Payment, Permitted Investments or Permitted Business Investments would be permitted under this Indenture at that time and such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as otherwise complies with the definition of an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event . All Subsidiaries of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no such an Unrestricted Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to also thereafter constitute Unrestricted Subsidiaries. A Subsidiary may not be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since unless at the time of such designation, (x) it has no Indebtedness other than Non-Recourse Debt; (y) no portion of the last Indebtedness or any other obligation of such request from Subsidiary (whether contingent or otherwise and whether pursuant to the Administrative Agent orterms of such Indebtedness or the terms governing the organization and operation of such Subsidiary or by law) (A) is guaranteed by the Partnership or any of its other Restricted Subsidiaries, if no except as such prior request was madeIndebtedness is permitted by Sections 4.08 and 4.09, since (B) is recourse to or obligates the Prior Credit Agreement DatePartnership or any of its Restricted Subsidiaries in any way (including any "claw-back", and certifying that all "keep-well' or "make-well" agreements or other agreements, arrangements or understandings to maintain the financial performance or results of operations of such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes except as such Indebtedness or Investment is permitted by Sections 4.08 and 4.09, or (C) subjects any property or assets of this Agreement. (c) Borrower may at the Partnership or any time designate any Unrestricted Subsidiary to be a of its other Restricted Subsidiary; provided that such designation will only be permittedSubsidiaries, if no Event of Default would be in existence as a result of such designation.directly or indirectly,

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower As of the Issue Date, the following Subsidiaries of the Company, including the Subsidiaries that own and operate the Company gaming division, comprising the Golden Nugget Hotels and Casinos in Las Vegas and Laughlin, Nevada, will be “Unrestricted Subsidiaries”: ▇▇▇▇▇▇’▇ Gaming, Inc., a Nevada corporation; Golden Nugget, Inc., a Nevada corporation; LGE, Inc., a Delaware corporation; GNLV, Corp., a Nevada corporation; GNL, Corp., a Nevada corporation; Golden Nugget Experience, LLC, a Nevada limited liability company; LCHLN, Inc., a Delaware corporation; Island Entertainment, Inc., a Texas corporation; Island Hospitality, Inc., a Texas corporation; Nevada Acquisition Corp., a Delaware corporation; Texas Gaming LLC, a Delaware limited liability company; Yorkdale Rainforest Restaurant, Inc., a company organized under the laws of Canada; and Rainforest Café Canada Holdings, Inc, a company organized under the laws of Canada. The Board of Directors of the Company may (i) designate any other Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote so long as no Default or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of . If a Restricted Subsidiary is designated as an Unrestricted Subsidiary complies with after the preceding conditions. In Issue Date, the case aggregate Fair Market Value of clause (a)(ii) above, reasonably promptly upon request all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from designation and will reduce the Administrative Agent oramount available for Restricted Payments under one or more clauses of Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, in each case, as determined by the Company. That designation will only be permitted if no such prior request was made, since the Prior Credit Agreement Date, Investment would be permitted at that time and certifying that all such formations complied with if the preceding conditions. If, at any time, any Unrestricted Restricted Subsidiary would fail to meet otherwise meets the requirements definition of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes . The Board of this Agreement. (c) Borrower Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided Subsidiary if that such designation will only be permitted, if no Event of Default redesignation would be in existence as not cause a result of such designationDefault.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Company may (i) designate after the Issue Date any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under this Second Lien Exchangeable Notes Indenture (a “Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Designation; (2) the Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, so designated and its Subsidiaries do not at the time of designationDesignation own any Capital Stock or Indebtedness of, or own or hold any Lien with respect to, the Company or any Restricted Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated); (3) all the Indebtedness of such Restricted Subsidiary and its Subsidiaries shall, at the date of Designation, and will at all times thereafter, consist of Non-Recourse Debt; (4) such Subsidiary is a Special Purpose Entity Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation: (whether bankruptcy remote or not), Regulated i) to subscribe for additional Capital Stock of such Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or ; or (ii) form a to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary that is a Special Purpose Entity to achieve any specified levels of operating results; and (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial 5) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary or Owner Trust (other than a Qualified Owner Trust) designated as an Unrestricted SubsidiarySubsidiary shall be deemed to be an Investment made as of the time of the Designation and must comply with Section 4.08. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, in each case, if immediately after giving effect thereto such Revocation: (1) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation; (2) The Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries would be better than or would occur as equal to such ratio for the Company and its Restricted Subsidiaries immediately prior to such Revocation, in each case on a result thereof. Notwithstanding anything to the contrarypro forma basis taking into account such Revocation; and (3) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be if Incurred at such time, have been permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance Incurred for all purposes of doubt, no Guarantor shall be an Unrestricted Subsidiarythis Second Lien Exchangeable Notes Indenture. (bc) In Any such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case of clause (a)(i) abovemay be, upon such designation, Borrower shall deliver to Administrative Agent and an Officer’s Certificate certifying that such Designation or Revocation complied with the designation foregoing conditions. (d) A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary as an of any outstanding Indebtedness of such Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditionsSubsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements of being as an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at Second Lien Exchangeable Notes Indenture, and any time designate any Unrestricted Indebtedness of such Subsidiary shall be deemed to be a Restricted Subsidiary; provided that such designation will only be permitted, if no Event of Default would be in existence Incurred as a result of such designationdate.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Company may (i) designate after the Issue Date any Restricted Subsidiary (including any Subsidiary that is newly acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated newly formed Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an “Unrestricted Subsidiary, in each case, if after giving effect thereto ” under this Indenture (a “Designation”) only if: (1) no Default or Event of Default has occurred and is continuing after giving effect to such Designation; (2) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or would occur as a result thereof. Notwithstanding anything to Indebtedness of, or own or hold any Lien with respect to, the contrary, no Company or any other Restricted Subsidiary of the Company that is not a “Subsidiary of the Subsidiary so designated; (3) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt; (4) such Subsidiary and its Subsidiaries are Persons with respect to which neither the Company nor any of the Company’s Restricted Subsidiaries has any direct or indirect obligation: (A) to subscribe for additional Capital Stock of such Subsidiary or its Subsidiaries; or (B) to maintain or preserve such Subsidiary” ’s or an obligor any of its Subsidiaries’ financial condition or guarantor under documents governing to cause such Subsidiary or any Publicly Traded Debt Securities shall of its Subsidiaries to achieve any specified levels of operating results; and (5) either (A) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (B) if such Subsidiary has consolidated assets greater than $1,000, then such Designation would be permitted to be designated an Unrestricted Subsidiary, unless such under Section 4.08 or the definition of “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted SubsidiaryPermitted Investment.” (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation The Company may revoke any Designation of a Restricted Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (1) (A) The Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) or (B) the Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; (2) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (3) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. (c) Any such Designation or Revocation shall be evidenced to the Trustee by delivering to the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate and an Opinion of Counsel certifying that such Designation or Revocation complies with the preceding foregoing conditions. In the case . (d) A Revocation will be deemed to be an Incurrence of clause (a)(ii) above, reasonably promptly upon request Indebtedness by a Restricted Subsidiary of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all any outstanding Indebtedness of such Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditionsSubsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements of being as an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at Indenture, and any time designate any Unrestricted Indebtedness of such Subsidiary shall be deemed to be a Restricted Subsidiary; provided that such designation will only be permitted, if no Event of Default would be in existence Incurred as a result of such designationdate.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, Subsidiary; provided that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation, ; (ii) such Restricted Subsidiary is does not own any Disqualified Stock of the Company or any Subsidiary Guarantor or Disqualified or Preferred Stock of a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Restricted Subsidiary that is not a Special Purpose Entity (whether bankruptcy remote Subsidiary Guarantor or not)hold any Indebtedness of, Regulated or any Lien on any property of, the Company or any Restricted Subsidiary, Joint Venture, Immaterial if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under Section 4.05 or such Lien would violate Section 4.07; (iii) such Restricted Subsidiary does not own any Voting Stock of another Restricted Subsidiary or Owner Trust (other than have any economic interest in a Qualified Owner Trust) as an Variable Interest Entity, and all of its Subsidiaries are Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing Subsidiaries or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also are being concurrently designated to be an “Unrestricted Subsidiaries in accordance with this Section 4.17(a); (iv) such Restricted Subsidiary has no outstanding Indebtedness that could trigger a cross-default to the Indebtedness of the Company or any other Restricted Subsidiary and none of the Company or any Restricted Subsidiary Guarantees or provides credit support for the Indebtedness of such Restricted Subsidiary” ; and (v) the Investment deemed to have been made thereby in such newly designated Unrestricted Subsidiary and each other newly designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted SubsidiarySection 4.06. (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation will only which shall be permitted, if no Event of Default would be in existence deemed to have been Incurred by such newly designated Restricted Subsidiary as a result of such designationdesignation would be permitted to be Incurred under Section 4.05; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which shall be deemed to have been incurred by such newly designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.07; (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); and (v) if such Restricted Subsidiary is not a Non-Guarantor Subsidiary, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor. (c) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and an Officers’ Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of Parent may designate any Subsidiary of the Parent (other than (x) any Borrower or (y) any Material Subsidiary, provided that the Borrower may (i) designate any Material Subsidiary as an Unrestricted Subsidiary if (I) the Borrower reasonably determines that such Material Subsidiary is unable to continue as a Restricted Subsidiary as a matter of applicable law (as reasonably determined by the Borrower in consultation with the Administrative Agent) or such Subsidiary is Surpique or (II) such Material Subsidiary is Coupang Pay and Coupang Pay does not have Consolidated Total Tangible Assets of more than 15% of the Consolidated Total Tangible Assets of Parent and its Restricted Subsidiaries or gross revenues of more than 15% of the consolidated gross revenues of Parent and its Restricted Subsidiaries, in each case determined as of the most recent financial statements that have been delivered pursuant to Section 5.1(a) or (b) of Section 3.4(a)), including any a newly acquired or created Subsidiary that is acquired after the Prior Credit Agreement Date) of Parent, to be an Unrestricted Subsidiary if, if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of Parent or any other Restricted Subsidiary of Parent; (ii) Parent would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by Parent in good faith) of all Investments of Parent or its Restricted Subsidiaries in such Subsidiary (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value (as determined by Parent in good faith) of such Subsidiary’s assets less liabilities); (iii) any Guarantee or other credit support thereof by Parent or any Restricted Subsidiary of Parent is permitted under Section 6.1 or Section 6.7; (iv) neither Parent nor any Restricted Subsidiary of Parent has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such Restricted designation; (vi) no Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner TrustSurpique) or (ii) form a may be designated as an Unrestricted Subsidiary that if it is a Special Purpose Entity “restricted subsidiary” or a “guarantor” (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial any similar designation) for any other Indebtedness of Parent or a Restricted Subsidiary of Parent; and (vii) such Subsidiary does not own (or Owner Trust (hold an exclusive license in respect of) any Intellectual Property other than ownership or a Qualified Owner Trust) as license resulting from a Permitted IP Transfer. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything subject to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarysubsection (b). (b) In the case of clause (a)(ii) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted A Subsidiary previously designated as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail which fails to meet the requirements qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of being an Unrestricted Section 5.13 will be deemed to become at that time a Restricted Subsidiary, it will thereafter cease subject to be the consequences set forth in subsection (d) of Section 5.13 and (ii) the Board of Directors or chief financial officer of Parent may designate an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, Subsidiary if no Event of Default exists at the time of the designation and the designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of Parent and the Restricted Subsidiaries of Parent therein (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value of its assets less liabilities) will be in existence deemed made at that time; (ii) all existing Equity Interest or Indebtedness of Parent or a Restricted Subsidiary of Parent held by such Unrestricted Subsidiary will be deemed issued or incurred, as applicable, at that time, and all Liens on property of Parent or a Restricted Subsidiary of Parent securing obligations of such Unrestricted Subsidiary will be deemed incurred at that time; (iii) all existing transactions between it and Parent or any Restricted Subsidiary of Parent will be deemed entered into at that time; (iv) it will be released at that time from its Guaranty; and (v) it will cease to be subject to the provisions of this Agreement as a result Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.13(b), (i) all of such designationits Indebtedness and Liens will be deemed incurred at that time for purposes of Section 6.1 and Section 6.2, as applicable; (ii) all Investments therein previously charged under Section 6.7 will be credited thereunder; (iii) unless it is an Excluded Subsidiary, it shall be required to become a Guarantor pursuant to Section 5.10; and (iv) it will be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board of Directors or chief financial officer of Parent of a Subsidiary as an Unrestricted Subsidiary after the Effective Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Board of Directors of Parent giving effect to the designation and a certificate of a Responsible Officer of Parent certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The General Partner may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) Partnership to be an Unrestricted Subsidiary ifif that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Partnership and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under Section 4.08(a), for Permitted Investments or for Permitted Business Investments, as applicable. All such outstanding Investments will be valued at their fair market value, as determined by the Board of Directors of the General Partner, at the time of such designation. That designation will only be permitted if such Restricted Payment, Permitted Investments or Permitted Business Investments would be permitted under this Indenture at that time and such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated otherwise complies with the definition of an Unrestricted Subsidiary, Joint Venture, Immaterial . All Subsidiaries of such an Unrestricted Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a shall be also thereafter constitute Unrestricted Subsidiaries. A Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) may not be designated as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event Subsidiary unless at the time of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver (x) it has no Indebtedness other than Non-Recourse Debt; (y) no portion of the Indebtedness or any other obligation of such Subsidiary (whether contingent or otherwise and whether pursuant to Administrative Agent an Officer’s Certificate certifying that the terms of such Indebtedness or the terms governing the organization and operation of such Subsidiary or by law) (A) is guaranteed by the Partnership or any of its other Restricted Subsidiaries, except as such Indebtedness is permitted by Sections 4.08 and 4.09, (B) is recourse to or obligates the Partnership or any of its Restricted Subsidiaries in any way (including any "claw-back", "keep-well' or "make-well" agreements or other agreements, arrangements or understandings to maintain the financial performance or results of operations of such Subsidiary, except as such Indebtedness or Investment is permitted by Sections 4.08 and 4.09), or (C) subjects any property or assets of the Partnership or any of its other Restricted Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof; and (z) no Equity Interests of a Restricted Subsidiary are held by such Subsidiary, directly or indirectly. Upon the designation of a Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease the Guarantee of such entity shall be released and the Trustee shall be authorized to take such actions as may be an Unrestricted Subsidiary for purposes appropriate to reflect such release. The Board of this Agreement. (c) Borrower Directors of the General Partner may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, Subsidiary if no a Default or Event of Default is not continuing, the redesignation would be in existence as not cause a result Default or Event of Default and provided that, if at the time of such designation such Subsidiary is a Subsidiary Guarantor, after giving effect to such designation., the Partnership and its remaining Restricted Subsidiaries could incur at least $1.00 of additional Indebtedness under Section 4.09(a). 72

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be as an Unrestricted Subsidiary if: (1) the Subsidiary to be so designated does not own any Capital Stock, Redeemable Stock or Indebtedness of, or own or hold any Lien on any property or assets of, the Issuer or any other Restricted Subsidiary; (2) such designation complies with Section 4.07 hereof; and (3) such Subsidiary has not at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote and does not thereafter, create, Incur, issue, assume, guarantee or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary otherwise become directly or Owner Trust (other than a Qualified Owner Trust) indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “any Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities . (b) For the avoidance of doubt, neither UTC nor UTL shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be as an Unrestricted Subsidiary. (c) For purposes of Section 4.07 hereof, “Investment” will include the portion (proportionate to the Issuer’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a re-designation of such Subsidiary as a Restricted Subsidiary the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Issuer’s “Investment” in such Subsidiary at the time of such designation less (b) In the case portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time such Subsidiary is so re-designated a Restricted Subsidiary. Unless so designated as an Unrestricted Subsidiary in accordance with the above sentence, any Person that becomes a Subsidiary of the Issuer or of any Restricted Subsidiary will be classified as a Restricted Subsidiary. (d) The Board of Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary if: (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (2) (i) the Issuer could Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Expense Coverage Ratio test set forth in clause (a)(ia) above, upon of Section 4.09 hereof; or (ii) the Consolidated Interest Expense Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, Borrower shall deliver in each case on a pro forma basis taking into account such designation; and (3) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary). (e) Any such designation or re-designation by the Board of Directors will be evidenced to Administrative Agent the Trustee by filing with the Trustee a resolution of the Board of Directors giving effect to such designation or re-designation and an Officer’s Certificate certifying that: (1) certifies that the such designation of a Restricted Subsidiary as an Unrestricted Subsidiary or re-designation complies with the preceding conditions. In foregoing provisions; and (2) gives the effective date of such designation or re-designation; such filing with the Trustee to occur within 30 days after the end of the financial quarter of the Issuer in which such designation or re-designation is made (or, in the case of clause (a)(ii) above, reasonably promptly upon request a designation or re-designation made during the last financial quarter of the Administrative AgentIssuer’s financial year, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since within 45 days after the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, if no Event of Default would be in existence as a result end of such designationfinancial year).

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Company may (i) designate any Restricted after the Issue Date Subsidiary (including any Subsidiary that is newly acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated newly formed Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an “Unrestricted Subsidiary, in each case, if after giving effect thereto ” under this Indenture (a “Designation”) only if: (a) no Default or Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything after giving effect to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary.Designation; (b) In the case Subsidiary to be so designated and its Subsidiaries do not at the time of clause Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any Property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary so designated; (a)(ic) abovethe 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 Company or any of its Restricted Subsidiaries; and (d) either (x) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary has consolidated assets greater than $1,000, upon then such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that Designation would be permitted under the designation covenant described above in Section 4.07. The Company may revoke any Designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies (a “Revocation”) only if, immediately after giving effect such Revocation: (e) (x) the Company could Incur at least $1.00 of additional Indebtedness under the first paragraph of the covenant described above in Section 4.09 or (y) the Fixed Charge Coverage Ratio of the Company would be greater than immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; (f) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (g) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Each Designation and Revocation must be evidenced by promptly delivering to the Trustee a board resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate certifying compliance with the preceding conditionsprovisions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it A Revocation will thereafter cease be deemed to be an Unrestricted Subsidiary for purposes Incurrence of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be Indebtedness by a Restricted Subsidiary; provided that such designation will only be permitted, if no Event Subsidiary of Default would be in existence as a result any outstanding Indebtedness of such designationUnrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Borrower may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) Borrower to be an Unrestricted Subsidiary; provided that: (i) The aggregate fair market value, as determined in good faith by the Board of Directors of the Borrower, of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary ifbeing so designated (including any Guarantee by the Borrower or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary, but excluding any Investment that was a Restricted Payment or Permitted Investment (other than pursuant to clauses (1) or (3) of the definition thereof) when made) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 7.06 hereof, including as a Permitted Investment. (ii) Such Subsidiary does not hold any Liens on any property of the Borrower or any Restricted Subsidiary thereof; (iii) The Subsidiary being so designated: (A) Is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of designationthe Borrower or would be permitted under Section 7.08 hereof; and (B) Is a Person with respect to which neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation to subscribe for additional Equity Interests, such Restricted Subsidiary is a Special Purpose Entity except as would be permitted under Section 7.06 hereof; and (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trustiv) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no No Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless in existence following such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarydesignation. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the Any designation of a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver will be evidenced to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no by filing with the Administrative Agent the Board Resolution giving effect to such prior request was made, since the Prior Credit Agreement Date, designation and an Officers’ Certificate certifying that all such formations designation complied with the preceding conditionsconditions and was permitted by this Agreement. If, at any time, any Unrestricted Subsidiary (x) would fail to meet any of the preceding requirements described in subclauses (A) or (B) of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes clause (iii) of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, if no Event of Default would be in existence as a result of such designation.Section

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, Subsidiary; provided that: (i) no Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation, ; (ii) neither the Company nor any Restricted Subsidiary provides credit support for the Indebtedness of such Restricted Subsidiary; (iii) such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote does not own any Disqualified Stock of the Company or not)Disqualified or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness of, Regulated or any Lien on any property of, the Company or any Restricted Subsidiary, Joint Venture, Immaterial Subsidiary if such Disqualified or Owner Trust (other than a Qualified Owner TrustPreferred Stock or Indebtedness could not be Incurred under Section 10(w) or such Lien would violate Section 10(y); (iiiv) form a such Restricted Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated does not own any Voting Stock of another Restricted Subsidiary, Joint Venture, Immaterial Subsidiary and all of its Subsidiaries are Unrestricted Subsidiaries or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also are being concurrently designated to be an “Unrestricted Subsidiary” Subsidiaries in accordance with this provision; and (v) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary and each other newly-designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted SubsidiarySection 10(x). (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, if that: (i) no Event of Default would shall have occurred and be in existence continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designationdesignation would be permitted to be Incurred under Section 10(w); (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly- designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 10(y); (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); (v) if such Restricted Subsidiary is not organized under the laws of the PRC, such Restricted Subsidiary shall upon such designation execute and deliver to the Holder a Guarantee by which such Restricted Subsidiary shall become a Subsidiary Guarantor or a JV Subsidiary Guarantor in accordance with the terms under the Indenture; and (vi) if such Restricted Subsidiary is not organized under the laws of the PRC, is not Xinyuan International (HK) Property Investment Co., Limited or a Subsidiary of a JV Subsidiary Guarantor, all Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary shall be pledged as required under Section 18.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Company may (i) designate after the Issue Date any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under this Third Lien Exchangeable Notes Indenture (a “Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Designation; (2) the Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, so designated and its Subsidiaries do not at the time of designationDesignation own any Capital Stock or Indebtedness of, or own or hold any Lien with respect to, the Company or any Restricted Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated); (3) all the Indebtedness of such Restricted Subsidiary and its Subsidiaries shall, at the date of Designation, and will at all times thereafter, consist of Non-Recourse Debt; (4) such Subsidiary is a Special Purpose Entity Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation: (whether bankruptcy remote or not), Regulated i) to subscribe for additional Capital Stock of such Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or ; or (ii) form a to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary that is a Special Purpose Entity to achieve any specified levels of operating results; and (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial 5) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary or Owner Trust (other than a Qualified Owner Trust) designated as an Unrestricted SubsidiarySubsidiary shall be deemed to be an Investment made as of the time of the Designation and must comply with Section 4.08. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, in each case, if immediately after giving effect thereto such Revocation: (1) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation; (2) The Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries would be better than or would occur as equal to such ratio for the Company and its Restricted Subsidiaries immediately prior to such Revocation, in each case on a result thereof. Notwithstanding anything to the contrarypro forma basis taking into account such Revocation; and (3) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be if Incurred at such time, have been permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance Incurred for all purposes of doubt, no Guarantor shall be an Unrestricted Subsidiarythis Third Lien Exchangeable Notes Indenture. (bc) In Any such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case of clause (a)(i) abovemay be, upon such designation, Borrower shall deliver to Administrative Agent and an Officer’s Certificate certifying that such Designation or Revocation complied with the designation foregoing conditions. (d) A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary as an of any outstanding Indebtedness of such Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditionsSubsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements of being as an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at Third Lien Exchangeable Notes Indenture, and any time designate any Unrestricted Indebtedness of such Subsidiary shall be deemed to be a Restricted Subsidiary; provided that such designation will only be permitted, if no Event of Default would be in existence Incurred as a result of such designationdate.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Subsidiary (other than a Material Subsidiary that was designated a Restricted Subsidiary (including any Subsidiary that is acquired after on the Prior Credit Agreement Closing Date) of the Borrower to be an Unrestricted Subsidiary if, at : (i) either (x) the time of designation, such Borrower or a Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Ventureas the case may be, Immaterial is permitted to make an Investment in such Subsidiary or Owner Trust equal to the sum of the (other than a Qualified Owner TrustA) Fair Market Value of the Capital Stock of such Subsidiary plus (B) the amount of any Indebtedness owed by such Subsidiary to the Borrower, in each case pursuant to Section 7.5(a) or (y) such Investment constitutes a Permitted Investment; (ii) form a immediately after giving pro forma effect to such designation, the Borrower could Incur at least $1.00 of additional Indebtedness pursuant to Section 7.1(a)(i); and (iii) such Subsidiary that is a Special Purpose Entity (whether bankruptcy remote does not own any Capital Stock or not)Indebtedness of, Regulated Subsidiaryor own or hold any Lien on any Property of, Joint Venture, Immaterial the Borrower or any Restricted Subsidiary or Owner Trust (and does not have any Indebtedness other than a Qualified Owner Trust) Non-Recourse Debt. Unless so designated as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event any Person that becomes a Subsidiary of Default has occurred and is continuing or would occur the Borrower will be classified as a result thereof. Notwithstanding anything to the contraryRestricted Subsidiary; provided, no however, that such Subsidiary that shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if such Person is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance Subsidiary of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) aboveExcept as provided in Section 7.12(a), upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease and neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness (other than Indebtedness pursuant to this Agreement) that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be an accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary for purposes of this Agreement(including any right to take enforcement action against any such Unrestricted Subsidiary). (c) Borrower The Board of Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided Subsidiary if, immediately after giving pro forma effect to such designation, (i) the Borrower could Incur at least $1.00 of additional Indebtedness pursuant to Section 7.1(a)(i) and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom. (d) Any such designation or redesignation by the Board of Directors will be evidenced to the Administrative Agent by delivering to the Administrative Agent a resolution of the Board of Directors giving effect to such designation or redesignation and a certificate of a Responsible Officer that (i) certifies that such designation will only be permitted, if no Event of Default would be in existence as a result or redesignation complies with this Section 7.12 and (ii) gives the effective date of such designationdesignation or redesignation, such certificate to be delivered to the Administrative Agent at least 5 days prior to the effective date of such designation or redesignation.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of the Parent may (i) designate any Restricted Subsidiary of the Parent (including any Subsidiary that is acquired after other than the Prior Credit Agreement DateCompany) to be an Unrestricted Subsidiary; provided that: (1) any Guarantee by the Parent or any of its Restricted Subsidiaries of any Indebtedness of the Subsidiary ifbeing so designated will be deemed to be an Incurrence of Indebtedness by the Parent or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 4.09; (2) the aggregate Fair Market Value of all outstanding Investments owned by the Parent and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Parent or any of its Restricted Subsidiaries of any Indebtedness of such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation, and such Investment would be permitted to be made under Section 4.07; (3) such Subsidiary does not hold any Liens on any property of the Parent or any of its Restricted Subsidiaries; (4) the Subsidiary being so designated: (A) is not party to any agreement, contract, arrangement or understanding with the Parent or any of its Restricted Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent; (B) is a Special Purpose Entity Person with respect to which neither the Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trusti) to subscribe for additional Equity Interests or (ii) form a Subsidiary that is a Special Purpose Entity to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (whether bankruptcy remote C) has not Guaranteed or not)otherwise directly or indirectly provided credit support for any Indebtedness of the Parent or any of its Restricted Subsidiaries, Regulated Subsidiary, Joint Venture, Immaterial Subsidiary except to the extent such Guarantee or Owner Trust credit support would be released upon such designation; and (other than a Qualified Owner Trust5) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Default or Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless in existence following such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarydesignation. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the Any designation of a Restricted Subsidiary of the Parent as an Unrestricted Subsidiary complies shall be evidenced to the Trustee by filing with the preceding conditions. In Trustee the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver Board Resolution giving effect to Administrative Agent such designation and an Officer’s Officers’ Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations designation complied with the preceding conditionsconditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements of being an Unrestricted Subsidiarypreceding requirements, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this AgreementIndenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be Incurred or made by a Restricted Subsidiary of the Parent as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under this Indenture, the Parent will be in default under this Indenture. (c) Borrower The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (1) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permittedpermitted if such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; (2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 4.07; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.12; and (4) no Default or Event of Default would be in existence as a result of following such designation.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary, unless a Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity Restricted Subsidiary (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that and is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) not concurrently being designated as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as ); provided that (1) Sino-Forest (China) Investments Limited shall always be a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or , (2) such designation would not cause a Default, (3) a Restricted Subsidiary cannot be a Subsidiary of an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall Unrestricted Subsidiary and (4) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary would be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” made under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted SubsidiarySection 4.07. (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (1) such designation shall not cause a Default, (2) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will only be permitted, if no Event of Default would be in existence deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designationdesignation would be permitted to be Incurred under Section 4.06; (3) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.08; (4) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); (5) if such Restricted Subsidiary is not organized under the laws of the PRC and is a not a Foreign Subsidiary, such Restricted Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture in the form of Exhibit E by which such Restricted Subsidiary shall become a Subsidiary Guarantor, and (6) if such Restricted Subsidiary is not organized under the laws of the PRC or any other jurisdiction that prohibits the property and assets (including the Capital Stock) of such Restricted Subsidiary from being pledged, mortgaged or charged to secure the obligations of the Company or a Subsidiary Guarantor, all property and assets (including the Capital Stock) of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary shall be mortgaged, charged or pledged as required under Article 10. (c) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and an Officer’s Certificate certifying that the designation complied with the foregoing provisions.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of the Issuer may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after of the Prior Credit Agreement Date) Issuer to be an Unrestricted Subsidiary if, Subsidiary; provided that: (i) at the time of and after giving effect to any such designation, the Issuer and its Restricted Subsidiaries account for at least 85% of the Consolidated Net Tangible Assets of the Issuer (excluding all of the assets of an Unrestricted Subsidiary that was an Unrestricted Subsidiary as of the Issue Date) (ii) any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 7.10; (iii) the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will, unless it otherwise constitutes a Permitted Investment, be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 7.9; (iv) such Subsidiary does not hold any Liens on any property of the Issuer or any Restricted Subsidiary thereof; (v) the Subsidiary being so designated: (A) is a Special Purpose Entity Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trusti) to subscribe for additional Equity Interests or (ii) form a Subsidiary that is a Special Purpose Entity to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (whether bankruptcy remote B) has not guaranteed or not)otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything except to the contrary, no Subsidiary that is a “Restricted Subsidiary” extent such Guarantee or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall credit support would be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, released upon such designation, Borrower shall deliver ; and (C) is not a party to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies any agreement or understanding with the preceding conditions. In Issuer or any of its Restricted Subsidiaries unless the case terms of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last any such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary agreement would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement.permitted under Section 7.12; (cvi) Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, if no Default or Event of Default would be in existence as a result of following such designation. (b) Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the Indenture.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The board of directors of Axiall may (i) at any time designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be of Axiall as an Unrestricted Subsidiary ifor any Unrestricted Subsidiary as a Restricted Subsidiary; provided, at the time of that (i) immediately before and after such designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote no Default or not)Event of Default shall have occurred and be continuing, Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity after giving effect to such designation, the Borrower shall be in pro forma compliance with Section 6.1, (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trustiii) neither Axiall nor SpinCo may be designated as an Unrestricted Subsidiary, in each case, (iv) no subsidiary may be designated as an Unrestricted Subsidiary if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that it is a “Restricted Subsidiary” (or an obligor the equivalent term) for the purpose of the ABL Credit Agreement, Secured Notes or guarantor under documents governing RMT Notes, (v) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Publicly Traded Debt Securities Stock in Axiall or its Restricted Subsidiaries or hold any Indebtedness of, or any Lien on any property of Axiall or its Restricted Subsidiaries, or (vi) the holder of any Indebtedness of any Unrestricted Subsidiary shall be permitted not have any recourse to be designated an Axiall or its Subsidiaries with respect to such Indebtedness; provided, that this clause (vi) shall not apply to the extent that (x) such Unrestricted Subsidiary’s principal objective is constructing, unless acquiring, owning, refurbishing, upgrading or operating an Ethylene Cracker Facility, (y) any Liens granted in connection with any credit support or guarantee provided by Axiall or its Subsidiaries in connection therewith are permitted under Section 5.1 and (z) the percentage of credit support provided by or direct or indirect liability of the Borrower or any of its Restricted Subsidiaries in respect of such “Indebtedness is less than or equal to the Borrower’s or Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “’s percentage ownership of the Stock of such Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary complies with shall constitute an Investment by Axiall therein at the date of designation in an amount equal to the portion (proportionate to Axiall’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary (and such designation shall only be permitted to the extent such Investment is permitted under Section 5.4); provided, that upon a redesignation of such Unrestricted Subsidiary as a Subsidiary, Axiall shall be deemed to continue to have a permanent Investment in a Subsidiary in an amount (if positive) equal to (a) Axiall’s “Investment” in such Subsidiary at the time of such redesignation, less (b) the portion (proportionate to Axiall’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Unrestricted Subsidiary existing at such time and a return on any Investment by Axiall in Unrestricted Subsidiaries pursuant to the preceding conditionssentence in an amount equal to the fair market value as determined by Axiall in good faith at the date of such designation of Axiall’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. In the case Any designation of clause (a)(ii) above, reasonably promptly upon request a Subsidiary of the Administrative Agent, Borrower shall deliver Axiall as an Unrestricted Subsidiary will be evidenced to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time by delivering to Administrative Agent a certified copy of a resolution of the last board of directors of Axiall giving effect to such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, designation and an officers’ certificate certifying that all such formations designation complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements of being as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at Agreement and any time designate any Unrestricted Indebtedness of and Investments by such Subsidiary will be deemed to be incurred by a Restricted Subsidiary; provided that Subsidiary of Axiall as of such designation will only be permitteddate and, if no Event such Indebtedness is not permitted to be incurred as of Default would such date under this Agreement, the Borrower will be in existence as a result default of such designationcovenants.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, Subsidiary; provided that: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation, ; (ii) such Restricted Subsidiary is and its Subsidiaries do not own any Disqualified Stock of the Company or any Guarantor or Disqualified Stock or Preferred Stock of a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Restricted Subsidiary that is not a Special Purpose Entity (whether bankruptcy remote Subsidiary Guarantor or not)hold any Indebtedness of, Regulated or any Lien on any property, assets or proceeds of, the Parent Guarantor or any Restricted Subsidiary, Joint Venture, Immaterial if such Disqualified Stock or Preferred Stock or Indebtedness could not be Incurred under Section 4.06 or such Lien would violate Section 4.08; (iii) such Restricted Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted and its Subsidiaries do not own any Voting Stock of another Restricted Subsidiary, in each case, if after giving effect thereto no Event and all of Default has occurred and is continuing its Subsidiaries are Unrestricted Subsidiaries or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also are being concurrently designated to be an “Unrestricted Subsidiaries in accordance with this Section 4.18(a); (iv) none of the Parent Guarantor or any Restricted Subsidiary guarantees or provides credit support or is directly or indirectly liable for the Indebtedness of such Restricted Subsidiary” ; and (v) the Investment deemed to have been made thereby in such newly- designated Unrestricted Subsidiary and each other newly designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted SubsidiarySection 4.07. (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, if that: (i) no Default or Event of Default would shall have occurred and be in existence continuing at the time of or after giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newly- designated Restricted Subsidiary as a result of such designationdesignation would be permitted to be Incurred under Section 4.06; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred under Section 4.08; (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); (v) if such newly designated Restricted Subsidiary is not organized under the laws of the PRC, such newly designated Restricted Subsidiary will upon such designation execute and deliver to the Trustee a supplemental indenture to this Indenture by which such newly designated Restricted Subsidiary will become a Subsidiary Guarantor; and (vi) if such Restricted Subsidiary is not organized under the laws of the PRC or directly owned by a Restricted Subsidiary organized under the laws of the PRC, all Capital Stock of such Restricted Subsidiary owned by the Parent Guarantor or any Restricted Subsidiary will be pledged as required under Section 12.02. (c) Any such designation of a Restricted Subsidiary or an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Parent Guarantor giving effect to such designation or revocation, as the case may be, and an Officers’ Certificate certifying that such designation or revocation complied with the foregoing conditions.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Company may (i) designate after the Issue Date any Restricted Subsidiary (including any Subsidiary that is newly acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated newly formed Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an “Unrestricted Subsidiary, in each case, if after giving effect thereto ” under this Indenture (a “Designation”) only if: (1) no Default or Event of Default has occurred and is continuing after giving effect to such Designation; (2) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or would occur as a result thereof. Notwithstanding anything to Indebtedness of, or own or hold any Lien with respect to, the contrary, no Company or any other Restricted Subsidiary of the Company that is not a “Subsidiary of the Subsidiary so designated; (3) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt; (4) such Subsidiary and its Subsidiaries are Persons with respect to which neither the Company nor any of the Company’s Restricted Subsidiaries has any direct or indirect obligation: (A) to subscribe for additional Capital Stock of such Subsidiary or its Subsidiaries; or (B) to maintain or preserve such Subsidiary” ’s or an obligor any of its Subsidiaries’ financial condition or guarantor under documents governing to cause such Subsidiary or any Publicly Traded Debt Securities shall of its Subsidiaries to achieve any specified levels of operating results; and (5) either (A) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (B) if such Subsidiary has consolidated assets greater than $1,000, then such Designation would be permitted to be designated an Unrestricted Subsidiary, unless such under Section 4.08 or the definition of “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted SubsidiaryPermitted Investment.” (b) In the case of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation The Company may revoke any Designation of a Restricted Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation: (1) (A) The Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) or (B) the Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; (2) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (3) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. (c) Any such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate and an Opinion of Counsel certifying that such Designation or Revocation complies with the preceding foregoing conditions. In the case . (d) A Revocation will be deemed to be an Incurrence of clause (a)(ii) above, reasonably promptly upon request Indebtedness by a Restricted Subsidiary of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all any outstanding Indebtedness of such Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditionsSubsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements of being as an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at Indenture, and any time designate any Unrestricted Indebtedness of such Subsidiary shall be deemed to be a Restricted Subsidiary; provided that such designation will only be permitted, if no Event of Default would be in existence Incurred as a result of such designationdate.

Designation of Restricted and Unrestricted Subsidiaries. (a) Borrower The Board of Directors of C▇▇▇▇▇▇ may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary ifif no Default or Event of Default would be in existence following such designation; provided that: (1) the aggregate Fair Market Value of all outstanding Investments owned by C▇▇▇▇▇▇ and its Restricted Subsidiaries in the Subsidiary so designated (including any guarantee by C▇▇▇▇▇▇ or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of the designation and that such Investment would be permitted under Section 4.07 hereof; (2) any guarantee by C▇▇▇▇▇▇ or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by C▇▇▇▇▇▇ or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 4.09 hereof; and (3) such Subsidiary does not hold any Liens on any property of C▇▇▇▇▇▇ or any Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not)thereof; provided, Regulated Subsidiaryfurther, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall such designation will only be permitted to be designated an Unrestricted Subsidiary, unless such “if the Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under Subsidiary otherwise meets the documents governing such Publicly Traded Debt Securities. For the avoidance definition of doubt, no Guarantor shall be an Unrestricted Subsidiary. (b) In the case The Board of clause (a)(i) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation Directors of a Restricted Subsidiary as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower C▇▇▇▇▇▇ may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that that: (1) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of C▇▇▇▇▇▇ of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permittedpermitted if such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; (2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under Section 4.07 hereof; (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.12 hereof; (4) no Default or Event of Default would be in existence as following such designation; and (5) such Unrestricted Subsidiary becomes a result Subsidiary Guarantor and executes a supplemental indenture in substantially the form of Exhibit F hereto and delivers an Opinion of Counsel reasonably satisfactory to the Trustee within 10 Business Days of the date on which it is designated to the effect that such supplemental indenture has been duly authorized, executed and delivered and constitutes a legal, valid and binding agreement of such designationSubsidiary, enforceable against such Subsidiary in accordance with its terms.

Designation of Restricted and Unrestricted Subsidiaries. The Company may designate after the Issue Date any Subsidiary (other than the Co-Obligor) (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a) Borrower may (i) designate any Restricted Subsidiary (including any Subsidiary that is acquired after the Prior Credit Agreement Date) to be an Unrestricted Subsidiary if, at the time of designation, such Restricted Subsidiary is a Special Purpose Entity (whether bankruptcy remote no Default or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) or (ii) form a Subsidiary that is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner Trust) as an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything after giving effect to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiary.Designation; (b) In the case Subsidiary to be so designated and its Subsidiaries do not at the time of clause Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any Property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary so designated; (a)(ic) abovethe 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 Company or any of the Restricted Subsidiaries; and (d) either (x) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary has consolidated assets greater than $1,000, upon then such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation Designation would be permitted under Section 4.07. The Company may revoke any Designation of a Restricted Subsidiary as an Unrestricted Subsidiary complies (a “Revocation”) only if, immediately after giving effect such Revocation: (e) (x) the Company could Incur at least $1.00 of additional Indebtedness under Section 4.09(a) or (y) the Fixed Charge Coverage Ratio would be greater than immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation; (f) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (g) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. Each Designation and Revocation must be evidenced by promptly delivering to the Trustee a board resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate certifying compliance with the preceding conditionsprovisions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of being an Unrestricted Subsidiary, it A Revocation will thereafter cease be deemed to be an Unrestricted Subsidiary for purposes Incurrence of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be Indebtedness by a Restricted Subsidiary; provided that such designation will only be permitted, if no Event Subsidiary of Default would be in existence as a result any outstanding Indebtedness of such designationUnrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors or chief financial officer of Parent may designate any Subsidiary of the Parent (other than (x) any Borrower or (y) any Material Subsidiary, provided that the Borrower may (i) designate any Material Subsidiary as an Unrestricted Subsidiary if (I) the Borrower reasonably determines that such Material Subsidiary is unable to continue as a Restricted Subsidiary as a matter of applicable law (as reasonably determined by the Borrower in consultation with the Administrative Agent) or such Subsidiary is Surpique or (II) such Material Subsidiary is Coupang Pay and Coupang Pay does not have Consolidated Total Tangible Assets of more than 15% of the Consolidated Total Tangible Assets of Parent and its Restricted Subsidiaries or gross revenues of more than 15% of the consolidated gross revenues of Parent and its Restricted Subsidiaries, in each case determined as of the most recent financial statements that have been delivered pursuant to Section 5.1(a) or (b) of Section 3.4(a))), including any a newly acquired or created Subsidiary that is acquired after the Prior Credit Agreement Date) of Parent, to be an Unrestricted Subsidiary if, if it meets the following qualifications: (i) such Subsidiary does not own any Equity Interest of Parent or any other Restricted Subsidiary of Parent; (ii) Parent would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value (as determined by Parent in good faith) of all Investments of Parent or its Restricted Subsidiaries in such Subsidiary (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value (as determined by Parent in good faith) of such Subsidiary’s assets less liabilities); (iii) any Guarantee or other credit support thereof by Parent or any Restricted Subsidiary of Parent is permitted under Section 6.1 or Section 6.7; (iv) neither Parent nor any Restricted Subsidiary of Parent has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.1 or Section 6.7; (v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such Restricted designation; (vi) no Subsidiary is a Special Purpose Entity (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial Subsidiary or Owner Trust (other than a Qualified Owner TrustSurpique) or (ii) form a may be designated as an Unrestricted Subsidiary that if it is a Special Purpose Entity “restricted subsidiary” or a “guarantor” (whether bankruptcy remote or not), Regulated Subsidiary, Joint Venture, Immaterial any similar designation) for any other Indebtedness of Parent or a Restricted Subsidiary of Parent; and (vii) such Subsidiary does not own (or Owner Trust (hold an exclusive license in respect of) any Intellectual Property other than ownership or a Qualified Owner Trust) as license resulting from a Permitted IP Transfer. Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, in each case, if after giving effect thereto no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything subject to the contrary, no Subsidiary that is a “Restricted Subsidiary” or an obligor or guarantor under documents governing any Publicly Traded Debt Securities shall be permitted to be designated an Unrestricted Subsidiary, unless such “Restricted Subsidiary,” obligor or guarantor is also being concurrently designated to be an “Unrestricted Subsidiary” under the documents governing such Publicly Traded Debt Securities. For the avoidance of doubt, no Guarantor shall be an Unrestricted Subsidiarysubsection (b). (b) In the case of clause (a)(ii) above, upon such designation, Borrower shall deliver to Administrative Agent an Officer’s Certificate certifying that the designation of a Restricted A Subsidiary previously designated as an Unrestricted Subsidiary complies with the preceding conditions. In the case of clause (a)(ii) above, reasonably promptly upon request of the Administrative Agent, Borrower shall deliver to Administrative Agent an Officer’s Certificate setting forth all Unrestricted Subsidiaries formed since the time of the last such request from the Administrative Agent or, if no such prior request was made, since the Prior Credit Agreement Date, and certifying that all such formations complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail which fails to meet the requirements qualifications set forth in subsections (a)(i), (a)(iii), (a)(iv) or (a)(vi) of being an Unrestricted Section 5.13 will be deemed to become at that time a Restricted Subsidiary, it will thereafter cease subject to be the consequences set forth in subsection (d) of Section 5.13 and (ii) the Board of Directors of Parent may designate an Unrestricted Subsidiary for purposes of this Agreement. (c) Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will only be permitted, Subsidiary if no Event of Default exists at the time of the designation and the designation would not cause an Event of Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary, (i) all existing Investments of Parent and the Restricted Subsidiaries of Parent therein (valued at Parent’s and its Restricted Subsidiaries’ proportional share of the fair market value of its assets less liabilities) will be in existence deemed made at that time; (ii) all existing Equity Interest or Indebtedness of Parent or a Restricted Subsidiary of Parent held by such Unrestricted Subsidiary will be deemed issued or incurred, as applicable, at that time, and all Liens on property of Parent or a Restricted Subsidiary of Parent securing obligations of such Unrestricted Subsidiary will be deemed incurred at that time; (iii) all existing transactions between it and Parent or any Restricted Subsidiary of Parent will be deemed entered into at that time; (iv) it will be released at that time from its Guaranty; and (v) it will cease to be subject to the provisions of this Agreement as a result Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.13(b), (i) all of such designationits Indebtedness and Liens will be deemed incurred at that time for purposes of Section 6.1 and Section 6.2, as applicable; (ii) all Investments therein previously charged under Section 6.7 will be credited thereunder; (iii) unless it is an Excluded Subsidiary, it shall be required to become a Guarantor pursuant to Section 5.10; and (iv) it will be subject to the provisions of this Agreement as a Restricted Subsidiary. (e) Any designation by the Board of Directors or chief financial officer of Parent of a Subsidiary as an Unrestricted Subsidiary after the Effective Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the Board of Directors of Parent giving effect to the designation and a certificate of a Responsible Officer of Parent certifying that the designation complied with the foregoing provisions.